Can a Cooperation Contract Be Amended Without 100% Member Consent?

Short answer: In principle, no. Amending a cooperation contract requires the agreement of the members of the cooperative group — i.e., 100% consensus — unless the cooperation contract itself contains a different agreement (for example, allowing amendments by majority vote). An amendment made without proper authority may be opposed by members and is not binding on those who did not consent.

Legal basis

• Articles 505–507 of the Civil Code 2015 — cooperation contracts.

Principles for amending cooperation contracts

• A cooperation contract is a voluntary, equal agreement among members;
• Since amendments change members’ rights and obligations, the consent of all members is required;
• Amendments should be in writing (contract appendices) as evidence.

Exception: a different agreement in the contract

• Members may agree in advance on a voting mechanism (majority, special majority) for amending certain provisions;
• Such an agreement must be clearly recorded in the cooperation contract from the outset;
• Even under majority voting, amendments must not increase the obligations of minority members beyond their original commitments unreasonably.

Consequences of an invalid amendment

• A member who did not consent has the right not to be bound by the amended provisions;
• Disputes may arise, with requests to declare the amendment invalid;
• In case of prolonged deadlock: members have the right to withdraw from the cooperative group under the agreement and the law.

Recommendations when drafting cooperation contracts

• Anticipate the amendment mechanism: unanimity or voting, and at what ratio;
• Classify provisions: core provisions (purpose, contribution ratios) keep the unanimity principle; operational provisions allow more flexibility;
• Set out procedures: notice, consultation deadlines, written form.

If you need to determine the right approach for your specific situation, you should discuss it with a lawyer in advance for a review of your documents and advice on the course of action.

For quick advice, you can contact a lawyer at 0966.475.966.

Related articles

• Does a cooperative group terminate when its purpose is achieved? How are common assets handled?
• Cooperation contracts under the Civil Code
• Is capital contribution by labor permitted?