Waiver of pre-emption rights: share transfer

When do I use this document?

• when a shareholder waives their pre-emption rights on the transfer of shares by another shareholder
• when the shareholder agrees to waive its first refusal rights under either the company’s Articles of Association or Shareholders Agreement

What are the key features?

• different forms of waiver, depending on whether the waiving shareholder is an individual or a company
• optional wording based on whether the pre-emption rights are in the Articles of Association or Shareholders Agreement
• waiver in the form of a Deed

What else do I need to know?

When do pre-emption rights apply on a share transfer?

Shareholders may have pre-emption rights in relation to the proposed transfer of shares in the company by another shareholder.  

These rights operate as a right of first refusal, allowing non-transferring shareholders to acquire shares before they can be acquired by another party, whether another current shareholder or by someone who is not already a shareholder.

The rights will be contained in either the company’s Articles of Association or the company’s Shareholders Agreement (or possibly both).  They will not apply if the company does not have a Shareholders Agreement and has adopted, without amendment, the Model Articles for private limited companies.  See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association.

A non-transferring shareholder can elect to waive their pre-emptive rights in relation to a proposed transfer.  To do so, the non-transferring shareholder should sign a waiver of pre-emption rights.

What other documents are available?

For a deed of waiver of pre-emption rights on a proposed allotment of new shares, see

• Waiver of pre-emption rights – share issue