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Right of First Refusal Agreement Template – Free Download 2026
Download a professional right of first refusal template. Customizable for all 50 states, available in PDF and DOCX formats. Attorney-verified and ready to use.
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When Do You Need a Right of First Refusal?
You are selling a partial interest in a business and the remaining owners want the right to purchase your interest before you sell it to an outside third party — a right of first refusal protects existing owners from unwanted new partners.
You own real estate and a tenant, neighbor, or co-owner wants the right to purchase the property if you decide to sell, without requiring you to offer it to them before you have a bona fide offer in hand.
You are negotiating a business partnership, joint venture, or LLC operating agreement and the parties want to include a right of first refusal as a transfer restriction in the operating agreement to control the admission of new members.
You are a landlord negotiating a commercial lease and your tenant wants the right of first refusal to purchase the building if you decide to sell — giving the tenant the opportunity to match any offer you receive.
You are a startup investor and want the right of first refusal on any shares sold by the founders before the company goes public, ensuring you can maintain your ownership percentage and prevent dilution through sales to strategic buyers.
What Should a Right of First Refusal Include?
Description of Covered Property or Interests
A precise identification of the property, business interest, or other asset subject to the right of first refusal: real estate by legal description, LLC membership units by percentage, shares of stock by certificate number and class, or other assets by specific description.
Triggering Events
An exhaustive list of what triggers the ROFR: proposed sale, transfer, assignment, or disposition to a third party. And an equally exhaustive list of exempt transfers: transfers to family members, transfers to revocable trusts, transfers to wholly owned affiliates, involuntary transfers (bankruptcy, divorce, death). Clarity here prevents the most common ROFR disputes.
Notice Procedure
How the ROFR holder is notified of a triggering offer: the content of the notice (the third-party offer, all material terms, the offeror's identity), the delivery method, and the deadline. A copy of the third-party offer should be attached to the notice.
Exercise Period and Procedure
The time period within which the ROFR holder must exercise or waive the right (typically 10-30 days), the form of the exercise notice, and the consequences of failure to exercise within the period (waiver of the ROFR as to that specific transaction).
Match Requirements
Whether the ROFR holder must match the exact economic terms of the third-party offer, including all material non-economic terms (due diligence period, financing contingencies, closing timeline), or just the price. Parties sometimes dispute whether non-economic terms of the third-party offer must be matched.
Legal Details: Key Clauses in a Right of First Refusal
Review the standard legal provisions included in a professional right of first refusal. Each section below contains clause language used in attorney-verified templates.
ROFR Grant & Trigger Events
This Right of First Refusal Agreement ("Agreement") is entered into as of [____________] by and between [Owner Name] ("Owner") and [Holder Name] ("Holder"). In consideration of [____________] (the "Consideration"), the receipt and adequacy of which Owner hereby acknowledges, Owner hereby grants to Holder the right of first refusal (the "ROFR") to purchase the real property located at [____________], more particularly described in Exhibit A hereto, together with all improvements and appurtenances thereon (the "Property"), on the terms and subject to the conditions set forth in this Agreement. The ROFR is a right of first offer and first refusal, meaning that Owner must offer the Property to Holder before accepting any third-party offer and must also offer Holder the right to match any bona fide third-party offer before accepting it.
The ROFR shall be triggered upon any of the following events (each, a "Trigger Event"): (a) Owner's receipt of a bona fide written offer from a third party to purchase all or any portion of the Property (a "Third-Party Offer"); (b) Owner's intention to list the Property for sale or to actively solicit offers from third parties; or (c) any proposed transfer of the Property, whether by sale, exchange, ground lease, installment sale contract, or any other conveyance, whether or not for consideration, except for the Excluded Transfers identified in Section 1.3. The ROFR shall not apply to [transfers to Owner's wholly owned subsidiaries or affiliates / transfers by devise or descent to Owner's heirs / transfers in connection with a foreclosure or deed-in-lieu of foreclosure / other excluded transfers as identified in Section 1.3] (collectively, "Excluded Transfers").
Notice & Matching Period
Upon a Trigger Event, Owner shall promptly and in any event within [____] days deliver written notice to Holder (the "ROFR Notice"), which shall include: (a) a complete copy of any Third-Party Offer, including all material terms and conditions; (b) the proposed purchase price; (c) the proposed closing date; (d) the identity of the proposed transferee; (e) all financing terms, contingencies, and other material terms of the proposed transaction; and (f) a statement that Owner is offering Holder the right to purchase the Property on the same terms and conditions. If there is no Third-Party Offer (i.e., Owner intends to sell without first receiving a third-party offer), the ROFR Notice shall specify the price, terms, and conditions at which Owner is willing to sell the Property.
Holder shall have [____] business days following receipt of the ROFR Notice (the "Matching Period") to elect, by written notice to Owner, to purchase the Property on the same terms and conditions as the Third-Party Offer or the terms proposed in the ROFR Notice, as applicable. Time is of the essence with respect to Holder's election. If Holder fails to deliver a written election to purchase within the Matching Period, the ROFR shall be deemed waived with respect to the specific transaction described in the ROFR Notice, and Owner may consummate the transaction with the proposed transferee on terms no more favorable than those described in the ROFR Notice within [____] days following the expiration of the Matching Period. If Owner does not consummate the transaction within that period, or if Owner proposes a transaction on materially different or more favorable terms, the ROFR shall be reinstated in full.
Exercise & Closing
If Holder timely elects to exercise the ROFR, the Parties shall execute a purchase and sale agreement within [____] days of Holder's election, incorporating all material terms of the Third-Party Offer or the ROFR Notice, as applicable, and the standard terms set forth in Exhibit B. Holder shall not be required to assume any term of the Third-Party Offer that requires personal services of or representations and warranties by the third-party offeror that are incapable of performance by Holder. Closing shall occur within [____] days following execution of the purchase and sale agreement or the date specified in the Third-Party Offer, whichever is earlier, unless the Parties agree otherwise in writing. Holder shall deposit earnest money in the amount specified in the Third-Party Offer within [____] days of executing the purchase and sale agreement.
At closing, Owner shall convey good and marketable fee simple title to the Property by [general warranty / special warranty / grant] deed, free and clear of all liens and encumbrances other than those existing as of the date of the ROFR Notice and accepted by Holder. Owner shall deliver title in the same condition as that offered to the third party in the Third-Party Offer. If title is not in the required condition at closing, Holder may: (a) proceed with closing and accept title as-is with a price reduction reflecting the cost to cure title defects; (b) waive the title defect and proceed to closing; or (c) terminate the purchase and sale agreement and recover all earnest money. Owner shall pay all transfer taxes, recording fees, title insurance premiums, and closing costs customarily paid by sellers in [____________] County, [State].
Duration & Recording
The ROFR shall be effective for a period of [____] years from the date of this Agreement (the "ROFR Period"), unless earlier terminated by written agreement of the Parties or by Holder's failure to exercise the ROFR following a Trigger Event as provided herein. Upon expiration of the ROFR Period, the ROFR and all rights of Holder under this Agreement shall terminate automatically and without further action. The ROFR shall run with the land and shall be binding upon Owner and Owner's heirs, successors, and assigns and shall benefit Holder and Holder's successors and assigns [to the extent expressly provided herein / only to Holder personally, the ROFR being non-transferable].
The Parties agree that a memorandum of this Agreement shall be recorded in the official records of [____________] County, [State], within [____] days of execution, giving constructive notice to all subsequent purchasers and encumbrancers of the Property of the existence and terms of the ROFR. The memorandum shall be in the form attached hereto as Exhibit C. Owner agrees not to convey the Property to any third party unless such third party first acknowledges in writing the existence of this Agreement and the ROFR and agrees to be bound thereby as a condition of Owner's obligation to convey. Upon expiration or termination of the ROFR, Holder shall promptly execute and deliver to Owner a release of the recorded memorandum, which Owner may record to clear title.
Signature Requirements
E-Signature Valid
Right of first refusal agreements are generally valid with electronic signatures. If recording with the county recorder is required, wet ink signatures and notarization may be necessary per local recording requirements.
How to Fill Out a Right of First Refusal
Define the Covered Property With Precision
Identify exactly what property or interests are subject to the ROFR. For real estate, include the full legal description. For business interests, specify the class of interests, whether partial transfers trigger the ROFR, and minimum transfer sizes that trigger the right.
List All Triggering Events and All Exemptions
Go through every conceivable transfer scenario and classify it as either a triggering event or an exempt transfer. Cover: voluntary sales, involuntary transfers, transfers to affiliates, gifts, estate planning transfers, transfers pursuant to divorce, and transfers at death.
Set a Reasonable Exercise Period
The exercise period should be long enough for the ROFR holder to arrange financing and due diligence, but short enough that it does not unduly delay the seller's transaction. Typically 10-30 days for real estate; 10-20 days for business interests. Consider requiring the ROFR holder to provide proof of financing ability along with the exercise notice.
Address the "Same Terms" Requirement
Specify whether the ROFR holder must match all terms of the third-party offer (including seller financing, warranties, and timing) or only the purchase price. For seller-financed transactions, specify that the ROFR holder can substitute equivalent cash consideration for seller-financed terms.
Record the ROFR for Real Estate
For real estate ROFRs, record a memorandum of right of first refusal in the county deed records. This provides constructive notice to subsequent purchasers and prevents the seller from selling to a third party without triggering the ROFR. An unrecorded real estate ROFR may be unenforceable against a bona fide purchaser.
Free Template vs Custom Right of First Refusal
| Feature | Free Template | Custom (AI or Attorney) |
|---|---|---|
| Basic right of first refusal agreement template | ||
| Business interest ROFR for LLC operating agreements | ||
| Real estate ROFR with memorandum for recording | - | |
| Right of first offer (ROFO) template | - | |
| Attorney-drafted ROFR for complex business transactions | - | |
| AI-generated custom versionStarting at $9.99 | - |
Right of First Refusal Template FAQ
What is a right of first refusal?
What is the difference between a right of first refusal and a right of first offer?
When does a right of first refusal expire?
Is a right of first refusal enforceable?
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