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Hello my name is ***** ***** I will help you.
Have you had a contract drawn up by lawyers at all please?
You should get a formal contract prepared. That way each party knows their rights, responsibilities, what happens if things go wrong and what happens if one party wants to terminate.
As such you should get a formal contract prepared by a Solicitor. In any event any share issue should be registered at Companies House.
But get a contract prepared to protect yourself.
Can I clarify anything for you about this today please?
You should get a physical share certificate and ensure SH01 form is submitted to Companies House. The next Annual Return should reflect your membership of the company. Those are the things to be done if the parties are averse to a shareholders' agreement. A resolution to waive pre-emption rights would be a resolution to change the Articles of Association and would have to be agreed by the company in general meeting. It would be unusual for a small private company to do that, however. I hope that helps. Please leave a positive response so that I am credited for my time.