How to Track a Right of First Refusal After a Transfer Notice

How to track a right of first refusal is a dated ledger after someone delivers a Proposed Transfer Notice, not a primer on what ROFR means. For each notice, log the clock, offered share count, price per share, whether the company and/or investors hold the right (and in which order), whether you exercised or waived, and how many leftover shares transferred to the third party. Raziel's pro-rata rights tracking page covers new-issue elections under an Investors' Rights Agreement. This page is secondary transfer ROFR only. It is not pay-to-play or follow-on reserve tracking.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy day counts from the signed Right of First Refusal and Co-Sale Agreement (or bylaws and stock agreements). Do not invent a universal statutory notice period.

What this ledger is (and is not)

Cooley GO: a private company's common stock is often subject to a right of first refusal that gives the company the opportunity to purchase shares a stockholder proposes to sell to a third party. The right may sit in bylaws, option award agreements, or other contracts. Cooley also notes a separate board approval right over transfers, which can block a sale without the company buying. Company ROFR, investor Secondary Refusal Right, and co-sale (tag) are different clocks. Log them separately.

The National Venture Capital Association (NVCA) publishes a Model Right of First Refusal and Co-Sale Agreement (updated April 2026) among its model legal documents. The model defines Right of First Refusal as the company's right (not obligation) to purchase Transfer Stock on the notice terms, and Secondary Refusal Right as each Investor's pro rata right over shares the company does not take. Your executed PDF controls.

Columns to log when the notice lands

Open one row per Proposed Transfer Notice per issuer. Carta's secondary-transactions explainer: companies and existing investors often have a ROFR so they can purchase before a shareholder completes a direct sale. Carta Community guidance on secondary share transfers: many companies require the company (and often investors) to waive ROFR before a secondary can complete. Stamp the file when the notice arrives.

• Notice date and who sent it. Date received (and sent, if different). Sender (Key Holder, counsel, broker, company). Delivery method if the agreement cares. Attach the PDF.

• Offered share count and price per share. Copy class, share count, price, buyer identity, and other material terms from the notice. Do not invent a price from a deck.

• Holder of ROFR. Company only, investors only, both, and order. NVCA model: company Right of First Refusal, then Secondary Refusal Right for Investors on unsold Transfer Stock.

• Exercise window end date. Compute from the agreement's day counts after valid notice, not from a blog default. Mark calendar versus business days if the form distinguishes them.

• Amount you exercised versus waived. Shares you elected to buy, shares you formally waived, and shares that lapsed by silence if the agreement treats nonresponse as a pass.

• Leftover shares to the third party. Offered shares minus company purchases minus investor purchases (including undersubscription, if any). That remainder may transfer to the Prospective Transferee if other restrictions clear.

• Co-sale / tag noticed? Yes/no pointer only. If yes, open a separate co-sale row. Do not collapse tag into the ROFR cell.

Company clock versus investor clock

Do not paste "30 days" as an industry standard. The signed document is the clock. The April 2026 NVCA model Word file (fetched from NVCA) illustrates one cascade with fill-ins and printed day counts:

• Proposed Transfer Notice to the Company and each Investor not later than [45] days prior to consummation (bracketed fill-in).

• Company Notice exercising its Right of First Refusal within 15 days after delivery of the Proposed Transfer Notice.

• If the company does not take all Transfer Stock, Secondary Notice no later than 15 days after the Proposed Transfer Notice.

• Investor Notice exercising the Secondary Refusal Right within ten days after the company's deadline for that Secondary Notice.

• Undersubscription among fully exercising Investors: company Undersubscription Notice within five days after the Investor Notice Period, then Investor Undersubscription Notice within ten days after that period ends.

• Co-sale election (separate right): written notice within 15 days after the Secondary Notice deadline.

OpenAgreements' field preview of the same model lists a "Rofr Response Days" cover field (default 45). Treat every printed number as a model or negotiated fill-in until you confirm it in your PDF. If bylaws or a stock purchase agreement run a different company-only window, log that end date instead.

After exercise or waiver: close the row

When the windows close, rewrite three cells: shares you bought, shares others with ROFR bought, and leftover shares that transferred (or may transfer) to the third party. Cooley GO: ROFR only works if the company or its assignee is willing and able to fund; otherwise the shares can be sold to the proposed buyer, subject to any separate board approval. Keep written Company Notice, Investor Notice, waiver, or lapse evidence with the row. If terms later change in a way the agreement treats as more favorable, the model may require a new notice. Start a new row.

A workbook holds this if each notice is a row, company and investor deadlines are separate, co-sale is a pointer, and leftover third-party shares equal the math above. It fails when you reuse a pro-rata new-issue window, invent a 30-day statutory period, or merge tag into ROFR. Raziel's startup investment tracker is the book those transfer notices should sit on: documents, dates, and portfolio context in one place. Raziel does not interpret your ROFR. Copy the notice. Log the clocks. Record what transferred.