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 a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 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 the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 30/06/2025
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