---
title: "Prepare the pre-emptive offer to existing shareholders before a share issue"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-pre-emptive-offer-to-existing-shareholders-before-a-share-is"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-9"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare the pre-emptive offer to existing shareholders before a share issue

> From the proposed issue and the register, set out the class, the number of shares to be offered to each existing holder of that class in proportion to the shares of that class they already hold, and a statement with…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-pre-emptive-offer-to-existing-shareholders-before-a-share-is  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the proposed issue and the register, set out the class, the number of shares to be offered to each existing holder of that class in proportion to the shares of that class they already hold, and a statement with the number offered and the period the offer remains open. Do not issue the shares. |
| What the lawyer must review | The lawyer confirms the replaceable rule applies, settles the terms and the period, and decides what is done with shares that are not taken up. |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

Offer the new shares of a class to the existing holders of that class before the issue, unless the rule is displaced or the members authorise that issue.

- What the AI does: From the proposed issue and the register, set out the class, the number of shares to be offered to each existing holder of that class in proportion to the shares of that class they already hold, and a statement with the number offered and the period the offer remains open. Do not issue the shares.
- What the lawyer does: The lawyer confirms the replaceable rule applies, settles the terms and the period, and decides what is done with shares that are not taken up.
- Who reviews: Responsible lawyer with competence in the matter
- Basis: Practical workflow informed by the linked primary sources; the traffic light and working checks are editorial guidance, not a court classification.
- Why: The level reflects what the work is, the consequence of an error, and how much of the output the lawyer must independently re-derive.

## Checks the lawyer makes

1. Confirm the replaceable rule applies to this proprietary company and has not been displaced or modified by the constitution. It does not apply while the same person is both sole director and sole shareholder.
2. Before issuing shares of a class, offer them to the existing holders of that class. As far as practicable, the number offered to each holder is in proportion to the shares of that class they already hold.
3. The offer statement sets out the number of shares offered and the period for which the offer will remain open.
4. Shares not taken up may be issued as the directors see fit. The company may, by resolution passed at a general meeting, authorise the directors to make a particular issue without complying with the offer.

## Notes

- These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.

## Sources

- [Corporations Act 2001 (Cth) s 254D](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s254d.html) (checked 2026-10-22)
- [Corporations Act 2001 (Cth) s 135](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s135.html) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-pre-emptive-offer-to-existing-shareholders-before-a-share-is/united-states.md) | Yellow |

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*