A right of first refusal clause (Swedish: förköpsförbehåll) is a transfer restriction in the articles of association giving existing shareholders or other named persons the right to buy shares before they pass to a new owner. Unlike a pre-emption clause (hembud), it applies before the transfer takes place, not after.
The clause must be noted in the share ledger. The clause needs to be dealt with before a transfer of shares is registered, so the ownership picture is correct.
A transfer restriction is a condition in the articles of association that limits how shares may be transferred.
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A pre-emption clause gives existing shareholders the right to buy back shares that have passed to a new owner.
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A consent clause means the company must approve a transfer of shares before it may take place.
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A transfer of shares means shares change owner, for example through a sale, gift or inheritance.
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