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What is ROFR (Right of First Refusal)?

ROFR is a legal right that allows the company (or existing investors) to buy your shares before you can sell to a third party. This can slow, alter, or completely block a transfer. Most private companies have ROFR clauses.

ROFR (Right of First Refusal) is a contractual provision found in most private company shareholder agreements and SPV operating agreements. It gives the company - or existing shareholders - the right to purchase your shares on the same terms before you sell to an outside buyer.

How does ROFR work in practice?

  • You find a buyer willing to pay $50,000 for your shares

  • You notify the company of the proposed sale

  • The company has a set period (typically 30 days) to decide whether to exercise ROFR

  • If the company exercises ROFR: the company (or designated shareholders) buys your shares at $50,000 β€” your original buyer doesn't get them

  • If the company waives ROFR: you proceed with the sale to your buyer

What ROFR means for you?

  • Your transfer may take longer (30+ days just for the ROFR period)

  • The company could block your sale entirely by exercising their right

  • You may not be able to choose who buys your shares

  • This is standard in private markets β€” not unique to Wealt

Can a company refuse without ROFR?

Some company agreements include broader transfer restrictions (e.g., board approval requirements) that can block sales even without an ROFR. Check the SPV operating agreement in your Vault for the specific terms.

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