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 the assignment of IPR by a third party contractor to a company
  • as part of the closing documents in an investment transaction

What are the key features?

  • 8 clauses over 4 pages
  • in the form of a deed between the company and the assigning contractor
  • definitions of Developed IPR and Intellectual Property
  • assignment and further assurance provisions
  • warranties from the assigning contractor as to ownership of the Assigned IPR

What other documents are available?

For a Deed of Assignment of general intellectual property rights by a founder to a company, see

For a Deed of Assignment of registered and unregistered trade marks, see

Explanatory Guides

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Updated by a lawyer on 30/06/2025

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