Share Buy-Back Pack (Off-Market Purchase of Own Shares)

A step-by-step pack for a private company buying back its own shares from a shareholder out of distributable profits – checklist, reserves calculation, board minutes, written special resolution, buy-back contract and filing checklist.

Editable Word document
8
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Share Buy-Back Pack (Off-Market Purchase of Own Shares)

About this document

What it’s for

A company buying back its own shares must follow strict rules in the Companies Act 2006. If any step is missed the buy-back can be void, which can cause serious problems later – for example when the company is sold. This pack sets out the correct order of steps for the most common route: an off-market purchase from an individual shareholder, paid in full out of distributable profits.

When to use it

  • When a shareholder is leaving the business and the other owners want the company to buy their shares
  • When restructuring ownership without new investment
  • Not for buy-backs out of capital, using a solvency statement or with deferred payment – those need specialist advice

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  • Part 1 – Buy-back checklist (in order)
  • Part 2 – Distributable profits calculation
  • Part 3 – Board minutes
  • Part 4 – Written special resolution
  • Part 5 – Share buy-back contract (sale and purchase, completion, condition, warranties, resignation, general)

How to complete it

  • Work through the checklist in Part 1 in order
  • Confirm distributable profits in Part 2 before agreeing a price
  • Approve the contract by special resolution before it is signed, then file forms SH03 and SH06 and pay any stamp duty

Key points to check

  • Payments for the shares are normally taxed as income (a distribution) unless conditions for capital treatment are met – get tax advice and consider HMRC advance clearance
  • The shares must be paid for in full on completion

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

£20

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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