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?
- for a company with a controlling majority (more than 50%) shareholder and one or more minority (less than 50%) shareholders
- as a preliminary step prior to preparing the Shareholders Agreement
- as a checklist to record the agreed position on the principal terms
- to save time and future discussion and negotiation on the Shareholders Agreement itself
- in conjunction with Paper Rock’s template majority/minority Shareholders Agreement, see Shareholders Agreement: majority/minority shareholders
- for a private limited company incorporated in England and Wales
What are the key features?
- clear and easy to complete checklist of non-legally binding terms
- table format with explanatory commentary on points and alternative options for consideration and discussion
- checklist covering matters including:
- shareholders
- business of the company
- shareholder roles and services
- shareholdings
- funding, including initial and further funding
- director appointment rights and board decision-making
- shareholder decision-making
- matters requiring prior approval of specified shareholders (reserved matters)
- issue of additional shares
- rules and restrictions on the transfer of shares
- shareholder rights to information
- deadlock resolution
- shareholder restrictive covenants
What other documents are available?
For a Shareholders Agreement checklist for a company with equal (50/50) shareholdings, see
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Updated by a lawyer on 29/08/2024
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