Waiver of pre-emption rights: share issue
This waiver is for a shareholder to waive pre-emption rights which would otherwise apply in relation to a proposed issue of new shares by the company.
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When do I use this document?
- when a shareholder waives pre-emption rights on the proposed issue of shares by the company
- 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?
Shareholders may have pre-emption rights on a proposed allotment of new shares by the company. These rights act as a right of first refusal, allowing existing shareholders to acquire shares before they can be issued to someone else, whether to other existing shareholders or to new investors.
The rights are typically contained in either the company’s Shareholders Agreement, Articles of Association, or both. The provisions may specify that the pre-emptive rights can be waived either by individual shareholders or by shareholders holding a specified percentage of the total share capital.
What other documents are available?
For a deed of waiver of pre-emption rights on a proposed transfer of existing shares, see
When do I use this document?
- for a company’s statutory registers, also known as statutory books or company books.
- for a private limited company.
- for company registers which will be stored electronically.
What are the key features?
- easy to complete statutory register template.
- registers of:
- members (shareholders).
- share allotments.
- share transfers.
- directors.
- company secretary.
- directors’ residential addresses.
- charges.
- people with significant control (PSC Register).
What else do I need to know?
Companies Act 2006 requires a company to prepare and maintain certain statutory registers, including:
- a register of directors and secretary and a separate register of directors’ residential addresses.
- a register of members.
- a register of charges (if created prior to 6 April 2013).
- unless exempt, a register of people with significant control (a PSC Register).
These registers, often called the company’s statutory books, must be kept either at the company’s registered office or at another specified address.
Most of these registers can be inspected by the public on payment of a fee. The register of directors’ residential addresses is not available for public inspection.
The registers can be held in electronic form.
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Updated by a lawyer on 22/08/2024
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