Articles of Association: pre-emption (share transfer)
Pre-emption rights on the transfer of shares, giving existing shareholders the right of first refusal on a proposed transfer of issued 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 transfer of existing 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?
- general prohibition on share transfers unless otherwise provided in the Articles of Association
- provision for transfers to related parties to be permitted as exceptions to the pre-emption rights
- pre-emption rights offer and acceptance process
What other documents are available?
For pre-emption rights on the issue of new shares, see
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
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