(a ) affect the liability of a contributory in terms of this Act; or (b ) be made; unless there is appropriated from the free reserves, surplus or profit of the co-operative company and added to its capital reserve an amount equal to the nominal value of such cancelled share. 43 Disposal of produce of members to or through co-operative company (1 ) A co-operative company which has as one of its objects the disposal of any produce or livestock of its members may provide in its articles or may otherwise contract with its members— (a ) that no member shall dispose of any such produce or livestock or any part of such produce or livestock by sale or barter other than by sale to or through the co -operative company; (b ) that any member who contravenes any such articles or commits a breach of any such contract shall pay to the co-operative company as liquidated damages a sum ascertained or assessed in such manner as is provided in the articles or contract. (2 ) Whenever any produce or livestock or any part thereof is delivered to a co-operative company by a me mber thereof in accordance with its articles or a contract referred to in subsection (1) for the purpose of disposal to or through the co -operative company or its agents, whether statutory bodies or otherwise, no creditor of the me mber delivering the same may attach or charge such produce or livestock or part thereof or the proceeds of the sale thereof that remain under the control of the co-operative company. 44 Shares or interest of members: charge and set-off, and immunity from attachment or sale in execution (1 ) A co-operative company shall have a charge upon the shares, interest in the capital and deposits of a member, past member or deceased member and upon any dividend, bonus or profits payable to a member, past member or estate of a deceased member in respect of any debt due to the co -operative company from such member, past member or estate and may set-off any sum credited or payable to a member, past member or estate of a deceased member in or towards payment of any such debt. (2 ) Subject to subsection (1), the share or interest of a member in the capital of a co-operative company shall not be liable to attachment or sale under an order of any court in respect of any debt or liability incurred by such member: Provided that nothing in this subsection contained shall prohibit the cancellation of the share or the transfer or sale of the share or interest of a member in accordance with the artic les of such co-operative company. 45 Company ceasing to be a co-operative company (1 ) If a company being a co-operative company alters its memorandum or articles in such a manner that they no longer include the provisions which, under section thirty-six are required to be included in the memorandum and articles of a company in order to constitute it a co -operative company, the co-operative company shall as on the date of the alteration cease to be a co-operative company and shall within a period of one month after the said date remove the term “Co -operative” or any contraction or imitation thereof from its name. (2 ) The removal of the term “Co-operative” or any contraction or imitation thereof from the name of a company in terms of sub section (1 ) shall not be regarded as a change of name for the purposes of subsection (1) of section twenty-five. (3 ) If default is made in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine of not exceeding level two. [Section as amended by Act No. 22 of 2001] Private business corporations 46 Conversion of private business corporation into company (1 ) In this section— “private business corporation” means a private business corporation incorporated under the Private Business Corporations Act [Chapter 24:11]. (2 ) A private business corporation that wishes to convert to a company shall deliver to the Registrar— (a ) an application in the prescribed form signed by all its members; and (b ) all documents necessary for the formation of a company under this Act. (3 ) If the Registrar is satisfied that the private business corporation has complied with subsection (2) and is not in default under the Private Business Corporations Act [Chapter 24:11], he shall proceed in accordance with sections twenty-one and twenty-two . (4 ) A company registered in accordance with this section shall be a company for all purposes under this Act and shall be the same body corporate as the private business corporation from which it was converted. Contracts, etc. 47 Ratification of contracts Any contract made in writing by a person professing to act as agent or trustee for a company not yet formed, incorporated or registered shall be capable of being ratified or adopted by or otherwise made binding upon and