How to Track a Right of First Offer on a Share Transfer

How to track a right of first offer is a pre-market transfer ledger, not a right of first refusal match against a third-party bid. For each holder and each transfer notice, log the agreement, the notice date and asking terms, the exercise window copied, whether the holder accepted, declined, or let the window expire, any no-better-terms floor, and whether a later third-party sale stayed inside that floor. Raziel's ROFR tracking page is the match-the-offer process. This page is the first-offer process that happens before anyone shops the shares.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed transfer article. Do not invent a ROFO where the paper is a ROFR.

What this ROFO ledger is (and is not)

A right of first offer (ROFO) requires a selling shareholder to offer the shares to the company or named holders first, typically before marketing to outsiders, and typically without a binding third-party price in hand. A right of first refusal (ROFR) is the opposite sequence: the seller obtains a bona fide third-party offer, then the holder may match it. Hornwright's March 2025 comparison puts the distinction in those terms. Qapita's transfer-rights note adds a common ROFO floor: if the holder declines, the seller may go to market but only at a price higher than (or no more favorable than) what the holder was offered. That floor is drafting, not a statute. Copy yours. The National Venture Capital Association model set uses a Right of First Refusal and Co-Sale Agreement, not a ROFO, as the standard transfer paper. Gesmer's NVCA overview describes that ROFR as company first, then investors on remaining shares, then co-sale / tag-along on what is still unsold. If your stack is NVCA-style, you probably need the ROFR row, not this one. Use this row when the signed clause is actually a first offer.

Seven columns on one ROFO row

Open one row per holder (or per class of holders) per transfer notice. Attach the notice and the transfer article.

• Agreement and holder. Which contract creates the ROFO (shareholders' agreement, side letter, joint-venture agreement, real-estate JV, or a non-NVCA transfer schedule) and who must receive the first offer (company, named investors, all remaining holders). Store silent if the paper is titled ROFR.

• Notice date and asking terms. Date the seller delivered the first offer, the price or valuation method, the number of shares, and other material terms. ROFO holders bid without a third-party price. Copy what was offered, not what you wish had been offered.

• Exercise window copied. Number of days (or business days) to accept. Copy the signed window. Do not paste a ROFR matching period from a different agreement.

• Holder response. Accepted, declined, expired, or still open. If accepted, log the purchase closing date and shares. If several holders share the ROFO, log each response on a child row so a partial take-up is visible.

• No-better-terms floor (yes / no, duration). Whether, after a decline, the seller may sell to a third party only on terms no more favorable to that buyer than the declined offer, and for how long that floor lasts. Qapita describes a higher-price floor as a common ROFO pattern. Your clause may have no floor, a short floor, or a floor that also covers non-price terms. Copy it.

• Third-party sale versus the floor. If the holder passed, whether a later sale closed, the third-party price and terms, and whether they sat inside the floor. If the seller had to re-offer because terms improved for the buyer, open a new ROFO row rather than editing the old one into a ROFR.

• Still in force (yes / no). Open while the window runs, while a floor still binds a later sale, or while a closing under an accepted offer is pending. Close when the transfer is done or the right terminates (IPO, drag-along, or a stated sunset). Keep any tag-along that rides the same notice on a linked row.

Copy the signed sequence, not the header

Do not label a row "ROFO" because the email said "first look." If the seller already has a signed third-party offer and the holder is being asked to match, that is a ROFR. If the seller must come to the holder first with asking terms, that is a ROFO. Mixing the two is how a "we already shopped it" note destroys the first-offer window, or how a holder waits for a third-party bid that the clause never requires.

When the ledger holds

The row holds if the seven cells are copied from the notice and the agreement (or marked missing). It fails when you invent a matching right, skip the floor, or book an NVCA ROFR as a first offer. Raziel's startup investment tracker is the book those transfer notices should sit on: documents, dates, and cap-table changes. Raziel does not interpret your transfer article. Copy the seven columns.