Can a private company set the price of share transfers?

In message , Peter Saxton writes

That is not my understanding, as I understand it the shares have to be offered to existing shareholders first, if they do not accept them then a sale to a third party may proceed. This is detailed in 7.7 below.

7.7 If by the end of the applicable periods specified in Article 7.4 the Directors shall not have found purchasers for all the Sale Shares pursuant to this Article and the Vendor shall not have given a counter-notice as referred to in Article 7.5, the Vendor shall be at liberty to sell and transfer all or any of the Sale Shares for which no purchasers shall have been found at any time within the following 3 months to the person, if any, specified in the Transfer Notice as the person to whom the Vendor wishes to transfer the Sale Shares or, if no such person is specified, any person or persons in pursuance of a bona fide sale in each case at any price not being less than the Sale Price. Provided that the Directors shall require to be satisfied that such Shares are being transferred in pursuance of a bona fide sale for a consideration not being less than the Sale Price without any deduction, rebate or allowance whatsoever to the purchaser and if not so satisfied they shall refuse to register the transfer or instrument concerned.

You are right. I guess I couldn't keep going until the end of the document!

No stamina. It must be your age catching up with you. Be sure to include pipe and slippers in your next "Dear Santa" letter.

"Peter Saxton" wrote

So, what made you think the above?

The earlier clauses

"Peter Saxton" wrote

Hmmm. Where do they indicate that OP needs agreement of directors/shareholders for sale?

7.1 Subject to Article 7.11, unless the Investors acting by Investor Majority agree in writing, none of the Shares of the Company shall be transferred and the Directors shall not register any transfer of any Shares of the Company except pursuant to this Article 7 and Article 8.

That doesn't say anything about the directors, or even the shareholders, needing to agree. On the contrary it forbids the directors, even if they do agree, from rubber-stamping a sale to which the Investors have not agreed, unless the procedures in articles 7 and 8 are followed.

It's not immediately clear who the "Investors" are. I get the impression they might include people who are not necessarily also shareholders.