How to Fill Out a Texas Right of First Refusal Form: Key Provisions

A Texas right of first refusal form for real estate is enforceable when it identifies the parties by their exact legal names, describes the property by its full legal description, spells out what triggers the right and how long the holder has to respond, is signed by the owner before a notary, and is recorded with the county clerk in the county where the property sits. Everything else in the document supports those points.

Gather Before You Fill In the Form

Start with names. Use the grantor (the owner) and grantee (the person receiving the right) exactly as they appear on government-issued ID or, for a business, on the certificate of formation filed with the Texas Secretary of State. A name that doesn’t match the deed invites a challenge later.

Next, pull the legal description of the property. A street address is not a legally sufficient property description in Texas.¹ For platted subdivision land, use the lot number, block number, and subdivision name as recorded in the county deed records. For rural or unplatted acreage, use the metes-and-bounds description from the most recent deed or survey. You can find both on the recorded deed (check the top or bottom margin for a volume and page number) or through the county appraisal district website.

Confirm the grantor actually owns the property free and clear before drafting. If someone else holds an interest, the right of first refusal may be unenforceable or subordinate to that claim. Pull the current deed from the county clerk and note the volume and page number so the form can reference it. That cross-reference ties the agreement to the correct parcel and shows the chain of title.

Texas requires any contract for the sale of real estate to be in writing and signed by the person to be charged. A verbal understanding has no force here, so every field on the form needs to be filled in against official county records before anyone signs.

Provisions the Form Has to Spell Out

The Triggering Event

The most important clause defines what activates the right. The standard trigger is the grantor receiving a bona fide offer from a third party that the grantor intends to accept. The form should require the grantor to deliver a complete copy of that third-party offer to the grantee so the grantee can evaluate the price, financing terms, and closing conditions before deciding whether to match.

Notice Period

Once the grantee gets notice of a pending sale, a clock starts. The form should state exactly how many days the grantee has to respond in writing. Texas has no statutory default, so the parties pick the window. Some agreements allow as few as 15 days, though the Texas Real Estate Research Center recommends allowing enough time for the holder to arrange financing, order surveys, and conduct environmental assessments.² If the grantee doesn’t exercise the right in writing before the window closes, the grantor can proceed with the third-party sale.

Matching Terms or a Fixed Price

Texas courts generally require the holder to match the third party’s offer exactly unless the agreement says otherwise.² A matching provision means meeting the same price, closing date, and conditions the outside buyer offered. The alternative is a fixed purchase price set in the form itself, letting the grantee buy at a predetermined amount regardless of the market. Pick one and say so plainly.

Assignability

Decide whether the grantee can transfer the right to someone else. Some agreements make the right personal, so it dies with the grantee or disappears if they sell their interest. Others allow assignment to family members, affiliated entities, or unrelated third parties. If the form is silent, Texas courts will likely treat the right as personal. Write the rule in either way: “this right may not be assigned,” or name the categories of permitted assignees.

Transfers That Don’t Trigger the Right

Not every transfer should activate the right. Broad language like “any sale or transfer” can give the grantee a claim when the owner refinances, sets up an estate plan, or reorganizes a business. Address these directly:

Granting a deed of trust to a lender, or a lender’s subsequent foreclosure, should not trigger the right.
Conveyances to family members or into a revocable trust for estate planning are not arms-length sales.
If the owner is a company, a merger or corporate restructuring should not count, unless the transaction is structured specifically to avoid the right.

A companion clause is useful: any new owner who receives the property through one of these exempt transfers stays bound by the right for future arms-length sales.

Consideration

A right of first refusal needs consideration to be a binding contract. When it’s part of a larger transaction like a lease or co-ownership agreement, consideration already exists. For a standalone document, the grantee typically pays a nominal amount. Texas courts have held that even a recital of consideration in the agreement, such as “for ten dollars and other good and valuable consideration,” is enough even if the money never actually changes hands.² Actually paying the stated amount removes one more thing an opponent could argue about later.

Set the Duration Carefully

The right can last a set number of years, run until a specific event such as the end of a lease, or try to bind the property indefinitely. Texas follows the Rule Against Perpetuities, which limits how long a restriction on property can last. The right generally cannot extend beyond 21 years after the death of a person identified in the agreement who was alive when it was created. If no living person is named, a court may void the interest entirely or limit it to 21 years from the date the agreement was signed.²

For a long-term right, tie it to one or more named living persons: “this right expires 21 years after the death of the survivor of…” For five or ten years, a simple expiration date avoids the issue. Either way, include a clear termination provision so the right doesn’t cloud title indefinitely.

Signing and Notarization

Once the form is filled in, all parties sign. To make the document eligible for recording, Texas Property Code Section 12.001 requires the grantor’s signature to be acknowledged before a notary public, or signed in the presence of two credible subscribing witnesses.³ With the witness route, one witness must later appear before a notary to swear they saw the grantor sign.⁴ Notarization is simpler and far more common. A Texas notary can charge up to $10 for the first signature and $1 for each additional signature on the same document.⁵

Without proper acknowledgment, the county clerk will reject the document for recording, and the agreement loses much of its practical power.

Record It With the County Clerk

Take the signed and acknowledged document to the county clerk’s office in the county where the property sits. Anyone presenting it in person must show photo identification.³ The statutory filing fee under Texas Local Government Code Section 118.011 is $5 for the first page and $4 for each additional page.⁶ Most counties add a records management fee and a records archive fee, bringing the practical first-page total to around $25, with $4 for each page after. The clerk stamps the document with a file number, date, and time, and enters it into the public land records.

Recording creates constructive notice, meaning the entire world is deemed to know the right exists whether or not they actually check the record. A person who buys the property after the agreement is recorded takes it subject to that right.⁷ Future lenders, title companies, and buyers will find the recorded agreement in a standard title search and require a release or waiver before closing. Skip recording and the grantee risks losing the right entirely to a buyer who pays fair value and genuinely had no knowledge of the agreement.²

What Happens After the Form Is Signed and Recorded

When the grantor later receives a bona fide third-party offer and wants to accept it, the right kicks in. The grantor notifies the grantee and provides the full terms. The grantee’s choice is binary: match the offer (or exercise at the fixed price if that’s how the agreement reads) within the notice window, or decline and let the sale proceed.

If the grantee exercises the right, it ripens into an enforceable option, essentially a binding purchase contract on the same terms as the third-party offer.⁷ The grantee then proceeds to closing. If the grantee declines or stays silent past the deadline, the grantor can sell to the third party on the offered terms. Many agreements add a protection: if the grantor later negotiates materially different terms with the third party, such as a lower price, the grantee gets another chance to match.

If the Owner Sells Without Honoring the Right

An owner who sells to a third party without first offering the property to the holder has breached the agreement. The primary remedy in Texas is specific performance, a court order forcing the sale of the property to the grantee on the terms of the third-party deal. The grantee has to show they were ready, willing, and able to close on those terms at the time of the breach.⁷

A buyer who purchases with actual or constructive notice of the right stands in the shoes of the original seller, and a Texas court can compel that buyer to convey title to the grantee.⁷ This is why recording matters. Once the agreement sits in the public records, every subsequent buyer has constructive notice and can’t claim ignorance. A grantee who never recorded may still sue for money damages, but losing the ability to force the actual sale is a steep price for skipping a $25 filing.

If the Right Sits Inside a Lease-to-Own or Contract for Deed

If the right of first refusal is embedded in an executory contract, such as a lease-to-own or contract-for-deed arrangement where the buyer takes possession before receiving the deed, a separate layer of Texas law applies. Texas Property Code Sections 5.061 through 5.085 impose detailed requirements on the seller, including specific statutory notices and an annual accounting statement delivered every January.⁸ A seller who misses these obligations faces financial penalties and may give the buyer the right to cancel the contract entirely.⁹ Most standalone rights of first refusal between a property owner and a tenant or co-owner are not executory contracts, so these rules don’t apply. If the grantee already occupies the property under a lease with an option or obligation to buy, check the agreement against Subchapter D before signing.

1
Texas Bankers Association. Real Property Legal Descriptions
2
Texas Real Estate Research Center. Understanding Right of First Refusal
3
State of Texas. Texas Property Code Section 12.001 – Instruments Concerning Property
4
Texas Real Estate Research Center. Deeds and the Texas Recording Statutes
5
Texas Secretary of State. Notary Public Educational Information
6
State of Texas. Texas Local Government Code Section 118.011 – Fee Schedule
7
Texas Courts. Texas Supreme Court Opinion No. 17-0093
8
Justia. Texas Property Code Title 2, Chapter 5, Subchapter D – Executory Contract for Conveyance
9
Texas Law Help. Executory Contracts and Lease-to-Own Real Estate