Syndicate Legal Advisory Services prepares custom right of first refusal agreements for the owners of a corporation, LLC, or partnership, in any U.S. state, whether as a stand-alone agreement among the owners and the company, as the right of first refusal and co-sale component of a financing or investor-rights package, as a founders’ or family-business agreement, or as an amendment to an agreement already in force. A right of first refusal is a contractual mechanism that keeps ownership within the existing group: before an owner may sell shares or interests to a third party, the owner must first offer them — on the same terms the third party has offered — to the company, the other owners, or both, who may elect to buy; its companion provisions are the right of first offer (which requires the seller to negotiate with the holders before seeking outside bids), the co-sale or tag-along right (which lets the other owners sell alongside a selling owner on the same terms), and the transfer restriction that makes any transfer in violation void. Working from the client’s answers to a structured intake and from the company’s charter, governing agreement, and capitalization records, we draft the agreement written for the parties’ specific objectives and consistent with the charter, the governing statute’s requirements for enforceable transfer restrictions, and the company’s other agreements, together with the approvals, legends, and records that make it effective and the notice and election forms the parties will use when a transfer is proposed. State filing fees, where a related charter amendment is required, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Objective planning and intake — a structured intake and written summary confirming the company’s type and state, the parties and the shares or interests they hold, the objective the right serves — preserving a closely held ownership group, protecting investors against dilution of control, keeping a family business in the family, or satisfying a licensing or regulatory restriction on who may own — the holders of the right and their order of priority (the company first, then the other owners pro rata, or the owners first), whether a right of first offer is preferred to a right of first refusal, whether co-sale rights will accompany the right, the permitted transfers that will be exempt (estate-planning transfers, transfers to affiliates, pledges, and transfers among existing owners), the treatment of involuntary transfers (death, divorce, bankruptcy, foreclosure, and charging orders), the term and the events that terminate the agreement, and the interaction with any buy-sell, voting, drag-along, or investor-rights agreements already in place.
Review of existing documents — review of the charter and bylaws (or the operating or partnership agreement), the capitalization table, existing shareholders’, investor-rights, voting, co-sale, and buy-sell agreements, prior consents, and the statute’s requirements for enforceable transfer restrictions (reasonableness, conspicuous notation on certificates, and knowledge of the transferee), with a written summary of the provisions the agreement must conform to or that must be amended to accommodate it and the gaps or conflicts in the existing transfer provisions.
Custom right of first refusal agreement — drafting of the agreement in full, addressing: the parties, the shares or interests subject to the agreement, and the after-acquired shares that become subject to it; the general transfer restriction and the voidness of non-compliant transfers; the permitted transfers and the conditions attached to them, including the joinder of the transferee and the retention of the right against the transferee; the right of first refusal mechanics — the transfer notice and its required contents (the proposed transferee, the number of shares, the price and all other terms, and the bona fide offer), the holders’ election periods and the sequence of priority, the pro rata allocation among electing holders and the over-allotment or secondary election for shares not taken up, the matching of non-cash consideration and the valuation procedure for it, the closing mechanics and the payment terms, and the seller’s right to sell the unpurchased shares to the identified transferee within a limited window on terms no more favorable than those offered; the right of first offer mechanics where used instead or in addition; the co-sale or tag-along right — the holders’ election to participate in the sale, the pro rata cutback of the seller’s shares, the allocation of consideration, and the transferee’s obligation to purchase from the participating holders; the treatment of involuntary transfers and the option to purchase on a triggering event at a formula price where the parties want a buy-sell overlay; the legend on certificates or the book-entry notation and the company’s covenant to refuse to register non-compliant transfers; the representations of the parties; the term, the termination on a qualified public offering, sale of the company, or other specified event, and the lapse of the right as to shares sold in compliance; the specific-performance and remedies provisions; and the amendment, waiver, notice, governing-law, and dispute-resolution provisions.
Notice and election forms — the form of transfer notice, the form of election to purchase, the form of co-sale election, the form of waiver, the form of joinder for transferees, and the closing checklist for a transfer under the agreement, so that the parties can administer the right without returning to counsel for routine transfers.
Approvals and conforming documents — the board or manager resolutions approving the company’s execution of the agreement, the legend, and the company’s own purchase right, the shareholder or member consents where the charter or an existing agreement requires them, the joinder agreements for the parties, the updated share or interest ledger with the legend notation and the reissued certificates where used, the conforming amendments to the charter, bylaws, or other agreements where needed (coordinated with the firm’s amendment services), and the notifications to the transfer agent and to lenders or investors whose consent the agreement requires.
Post-execution records and compliance — the record book entry of the agreement, the schedule of parties and their holdings, the compliance calendar entries the agreement creates (election-period deadlines on a pending transfer notice, the joinder requirement on permitted transfers, the ownership tests for termination, and the periodic review of the valuation procedure), and a one-page summary of the steps a selling owner, the holders, and the company must follow when a transfer is proposed.
Deliverable: a complete, indexed right of first refusal file (electronic and hard copy) containing the written summary of the review, the executed right of first refusal agreement (and co-sale provisions where included), the approvals and joinders, the notice, election, waiver, and joinder forms, the conforming documents and updated ledger, and the compliance calendar, with a signature-ready version of each document for execution by the parties and the company.