Article 2469(1) of the Italian Civil Code provides for the free transferability of shares in a limited liability company (Srl), subject to various provisions in the articles of association. One of the clauses frequently provided for in the articles of association is certainly the right of first refusal, according to which a shareholder who wishes to sell his share is obliged to offer it to the other shareholders, who then have the right to acquire it on the same terms agreed with third parties.

Such clauses are not always very exhaustive; in the case of a non-detailed clause, the offer must contain all the minimum essential elements of the contract for the sale of the shares. In order to determine whether the seller is also obliged to indicate the name of the third party interested in the purchase, it is necessary to determine which purposes the clause protects, so that the indication of the name of the third party is always considered necessary if the pre-emption clause - taking into account the elements of the specific case resulting from the type of company, the pre-existing corporate structure, the amount of the share to be transferred, etc. - also serves to protect the interests of the third party. - The pre-emption clause is also intended to protect the shareholder's interest in influencing the possibility of a person he does not like joining the company through his purchase decision. The obligation arising from the pre-emption clause in the transfer of shares in a limited liability company is not limited to the mere declaration of the intention to sell one's share, but includes a genuine contractual offer, which as such must contain all essential elements of the contract to be concluded. It should be noted that a transfer of shares made in breach of the pre-emption clause is not effective vis-à-vis the company.

In Germany, it is also customary to provide for a pre-emption right in the articles of association of limited liability companies. The pre-emption right is also not expressly regulated in German GmbH law, so the drafting of such a clause should be carefully regulated. In principle, it is agreed that the seller is obliged to submit the contract concluded with the third-party purchaser, whereby the shareholder entitled to pre-emption is authorised to take over the contract instead of the third-party purchaser.