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Buy back docs

Anthony

Board Resolution for Share Buyback

[Company Name]
Company Registration No: [Number]
Registered Office: [Address]

Minutes of the Board of Directors Meeting
Held on [Date] at [Location]

RESOLUTION:
“It was resolved that, in accordance with section 690 of the Companies Act 2006, the Company shall buy back [Number] of its own shares from [Shareholder Name] at a price of [Price] per share, subject to the terms of the Share Purchase Agreement. The Board confirms that the buyback is in the best interest of the Company and that the Company is solvent.”

Signed:
[Director Name]
[Director Name]

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Share Purchase Agreement

This Share Purchase Agreement is made on [Date] between:

  1. [Company Name], a company registered in [Country], with registered number [Number] and having its registered office at [Address] (“the Company”).
  2. [Shareholder Name], of [Address] (“the Seller”).

WHEREAS:

  • The Seller wishes to sell and the Company wishes to buy back [Number] shares for [Price] per share.

AGREED TERMS:

  1. Sale and Purchase:
    The Seller agrees to sell, and the Company agrees to purchase, the shares for the agreed consideration.
  2. Payment:
    The Company shall pay the Seller the total consideration of [Total Amount] on [Payment Date].
  3. Warranties:
    The Seller warrants that they have full title to the shares and the right to transfer them free from encumbrances.

Signed by:
[Seller Name]
[Company Representative Name]

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Form SH03 (Return of Purchase of Own Shares) – MUST be completed in the Companies House form, the below is just “data capture”

Company Name: [Company Name]
Company Number: [Company Number]

  1. Date of Purchase: [Date]
  2. Number of Shares Purchased: [Number]
  3. Nominal Value Per Share: [Value]
  4. Total Consideration Paid: [Amount]
  5. Declaration:

The Company confirms compliance with the Companies Act 2006.

Signature of Director:
[Director Name]

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Form SH06 (Return of Capital Reduction) – MUST be completed in the Companies House form, the below is just “data capture”

Company Name: [Company Name]
Company Number: [Company Number]

  1. Date of Reduction: [Date]
  2. Number of Shares Cancelled: [Number]
  3. Nominal Value Per Share: [Value]
  4. Total Reduction in Capital: [Amount]

Signature of Director:
[Director Name]

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Share Register Update – MUST be completed in the Company’s register, the below is just “data capture”

[Company Name]

Shareholder Register Entry Update

Date: [Date]

Shareholder Name No. of Shares Date of Purchase New Shareholding
[Shareholder Name] [Old Amount] [Date] [New Amount]

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HMRC Stamp Duty Payment

https://www.gov.uk/guidance/pay-stamp-duty

To: HMRC Stamp Office
[Stamp Office Address]

Subject: Payment of Stamp Duty for Share Buyback

Enclosed are the details of the share buyback transaction along with the required payment of [Amount].

Company Name: [Company Name]
Date of Purchase: [Date]
Number of Shares: [Number]
Total Consideration: [Amount]

Signed:
[Company Representative]

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