Waiver of pre-emption rights: share transfer
This waiver is for a non-transferring shareholder to waive pre-emption rights which they would otherwise be entitled to in relation to a proposed transfer of shares in the company by another shareholder.
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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 arise under either 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 existing shares in the company by another shareholder.
Pre-emption rights exist and operate as a right of first refusal, allowing non-transferring shareholders to acquire shares in proportion to their existing number of shares for the same cash consideration as the selling shareholder proposes to sell them to a third party and before the shares can be acquired by another party. The buyer could be another current shareholder or someone who is not already a shareholder.
Pre emption rights arise from 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. The Companies Act 2006 does not contain a statutory pre-emption right on the transfer of shares. See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association by passing a special resolution.
A non-transferring shareholder can elect not to accept the offer to purchase the shares and instead 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 disapplying pre-emption on a proposed allotment of new shares, see
When do I use this document?
- where an individual’s personal service company has been appointed to act as a consultant
- for the individual to give direct legal undertakings to the client
What are the key features?
- legally binding undertakings from the individual which owns the service company to the client
- undertakings relating the following matters:
- continued ownership of the service company by the individual
- availability of the individual to perform the services
- performance of the Consultancy Agreement by the service company
- continued employment of the individual by the service company
- ownership of intellectual property in materials/work product generated during the consultancy
What else do I need to know?
This is a Side letter to a consultancy agreement where the consultant is an individual’s personal service company. Under the side letter, the individual gives undertakings to the client regarding the personal service company and compliance with the consultancy agreement. This letter is for use in conjunction with a Consultancy Agreement between the client and the individual’s service company.
A Consultancy Agreement may be for the appointment by the client of an individual’s personal service company. The service company agrees to provide consultancy services to the client, which will be carried out by the individual.
The individual is not a party to the Consultancy Agreement itself, which is between the client and the service company.
To help ensure that the individual will be available to provide the services and responsible for the performance of the Consultancy Agreement by the service company, the client will often require a letter from the individual to the client under which the individual will enter into legally binding undertakings directly with the client.
More information about consultancy agreements
What other documents are available?
For a form of consultancy for a service company on a time basis, see
For a form of consultancy agreement with a service company on a project basis, see
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Updated by a lawyer on 29/08/2024
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