Articles of Association: pre-emption (share allotment)
Pre-emption rights on the allotment of new shares, giving existing shareholders the right of first refusal on a proposed issue of additional shares in the company. In the form of standalone paragraphs to be included in the company’s Articles of Association.
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When do I use this document?
- for shareholders to have rights of first refusal on a proposed issue of new shares
- for inclusion in the company’s existing Articles of Association
- for a private limited company incorporated in England and Wales
- in conjunction with a shareholder resolution to amend the Articles of Association – see
What are the key features?
- pre-emption rights offer and acceptance process
- provision for pre-emptive rights to be disapplied with the consent of either a specified investor or the holders of not less than 75% of all of the shares in issue
- allowance for grant of options and allotment of shares under an employee share scheme
- requirement for any new shareholder to adhere to the company’s Shareholders Agreement
- ITEPA election wording for shares allotted to directors/employees
What other documents are available?
For pre-emption rights on the transfer of shares, see
When do I use this document?
- for an investment transaction
- where the subject company will agree a period of exclusivity with the investor
- for a longer form agreement with strong legal protections for the investor
What are the key features?
- 13 clauses over 6 pages
- definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
- exclusivity undertakings from the company in favour of the proposed investor
- rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs
What other documents are available?
For a shorter form of exclusivity agreement for an investment transaction, see
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Updated by a lawyer on 30/06/2025
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