You have found a buyer, agreed on price, and signed a term sheet. Then you notify the company — and nothing happens for three weeks. This is the most common source of secondary sale failures that had nothing to do with the buyer or the price. Company consent, and the process around it, kills more deals than any other single factor in private market secondaries.
Understanding why that happens — and what you can do about it — is the difference between closing a deal in 30 days and watching it fall apart at day 45.
What company consent actually means in a transfer policy
Your equity grant agreement and the company's stockholder agreements almost always contain a transfer restriction clause. The standard language does a few things: it prohibits you from transferring shares without company consent, reserves the company's right of first refusal (ROFR), and sometimes includes a right of first offer (ROFO) or a co-sale right for other preferred holders.
The consent right is separate from the ROFR. Even if the company waives its ROFR and chooses not to buy your shares at the agreed price, it may still need to formally approve the transfer to your specific buyer. Some agreements give the board or the company's general counsel broad discretion to deny consent for any reason — or no stated reason at all.
Why companies delay and what that signals
Companies delay secondary approvals for several distinct reasons, and understanding which one applies to your situation shapes how you respond.
The most common reason is that the legal and finance teams simply have a low-priority queue. Secondary transfers are administrative tasks for a company's counsel. They do not generate revenue. In a busy fundraising or product cycle, they sit at the bottom of the inbox. This is not malicious — it is just organizational prioritization.
A second reason is valuation management. If the company's 409A valuation is currently under review, or if the company is in the middle of a primary fundraise, it may want to control the timing and pricing of secondary activity. An approved secondary at a price that diverges significantly from the company's internal 409A creates complications. Some companies use the consent process as a soft throttle on secondary volume during sensitive periods.
A third reason is cap table hygiene. Companies — particularly those approaching a late-stage primary round or a pre-IPO clean-up — care about who ends up on their cap table. If your buyer is an entity or fund the company does not recognize or has concerns about, consent denial becomes more likely.
How to give yourself the best chance of a fast approval
Send a complete, compliant transfer notice on day one
Read your stock plan, your grant agreement, and your stockholder agreement. Most have a specific list of what must be included in a transfer notice: buyer identity, buyer representation letters confirming accredited investor status, price per share, total consideration, proposed closing date, and sometimes a form of purchase agreement for the company's review. Missing any one of these items means the company can reasonably say the clock has not yet started.
Submit everything at once. Follow up by email the same day confirming receipt. Note the date. The ROFR clock and the consent process both run from the date of receipt of a complete notice.
Identify the right internal contact before you send anything
At early-stage companies, the general counsel or CFO typically handles secondary transfers. At larger pre-IPO companies, there is often a dedicated equity administration team or an outside law firm acting as transfer agent. Sending your notice to the wrong person — or to a generic legal inbox — adds days. Call the company's investor relations or legal department before you send the notice and confirm the correct recipient and preferred format.
Use a buyer whose profile the company will find acceptable
Companies are more likely to approve transfers to established institutional buyers, family offices, or individuals with a clean accredited investor history than to unfamiliar shell entities. If you are transacting through a marketplace that structures deals through templated SPV docs — which do not change the legal holder on the cap table — the consent process may be simplified or eliminated entirely, because no transfer is triggering the restriction.
What to do if the company is non-responsive or signals denial
If you have sent a complete notice and received no response after the ROFR period has lapsed, your next step depends on what your agreement says about deemed waiver. Some agreements specify that if the company does not respond within the stated ROFR window, the right is deemed waived. Others require an affirmative written waiver. Know which regime you are operating in before you assume silence is consent.
If consent is discretionary and the company is moving slowly, escalate through a direct conversation — not email alone. A call with the general counsel or CFO explaining your personal circumstances (without disclosing specifics you are not required to share) can move the queue. Companies are not obligated to help you, but most do not want to be the reason a former employee cannot access liquidity.
If you receive a denial or the process stalls past your buyer's patience, consider whether an SPV structure removes the transfer trigger altogether. SPV-based secondary transactions do not transfer the underlying shares — the SPV holds the shares and issues membership interests to the buyer. If your grant agreement's transfer restriction applies only to the shares themselves and not to economic interests in entities that hold the shares, this path may be open to you. This is a question for your own attorney, not a general rule.
Timing your notice around company milestones
The single most effective thing a seller can do to accelerate consent is avoid sending a transfer notice in the middle of a known sensitive period: active fundraising rounds, earnings-adjacent quiet periods for late-stage companies, or periods immediately following a significant valuation event. Companies are most responsive — and most likely to grant consent quickly — in the relatively quiet windows between major financing activity.
If you suspect the company is in an active fundraise, wait. The marginal cost of a 60-day delay in initiating the process is usually lower than the risk of a fall-through caused by a company that is too distracted to process your transfer.
Your next step
At Limen Markets, we clear ROFR and consent processes in parallel with execution — which means by the time you are at the closing table, the administrative pathway is already open. If you are a current or former employee holding equity in one of the 28 issuers on our platform and want to understand what your transfer policy actually permits before you approach a buyer, the seller intake process at /sell is the right starting point. We can help you map the consent and ROFR timeline before you commit to a close date.