Board minutes: share buyback out of profits

Name: Board minutes: share buyback out of profits - PaperRock Documents
SKU: BOA017.001
Price: 35.00 GBP
Availability: InStock

Minutes of a meeting of the board of directors of a private limited company, recording approval of a share buyback, including consideration of statutory requirements, financing the buyback from distributable profits and authorisation of related documents and filings.

Use this document:

as completion board resolutions of the company repurchasing its own shares out of distributable profits
for a private limited company incorporated in England and Wales
in conjunction with a shareholder resolution for the company to approve the share buyback agreement – see Shareholder resolution: share buyback out of profits

Key features include:

board resolutions to approve the terms of a share buyback agreement with a named shareholder
full consideration of the company’s distributable profits, with reference to annual or interim accounts
acknowledgment of directors’ statutory duties under the Companies Act, including section 172 and distribution rules
approval of the form of the shareholder written resolution under section 694 of the Companies Act
authorisation for directors to execute the buyback agreement and all related documents
provision for filing the required forms at Companies House, including SH03 (return of purchase of own shares) and SH06 (cancellation of shares)

Description

When do I use this document?

in conjunction with an allotment of new shares
where the new shareholder is required to become party to, and bound by, the company’s Shareholders Agreement
where the Shareholders Agreement does not include the required form of Deed of Adherence

What are the key features?

different forms of Deed of Adherence, depending on whether the new shareholder is an individual or a company
in the form of a Deed between the company and the new shareholder

What else do I need to know?

A deed of Adherence is required when new shares are allotted to someone who is not already a shareholder. The new shareholder may be required to agree to become a party to the company’s existing Shareholders Agreement. This requirement can be found either in the company’s Articles of Association or in the Shareholders Agreement.

This requirement is satisfied by the transferee executing a Deed of Adherence to the Shareholders Agreement. This process also applies where a new shareholder acquires shares by way of the transfer of existing shares in the company.

What other documents are available?

For a form of Deed of Adherence where the new shareholder becomes a shareholder on the transfer of existing shares in the company, see

Deed of Adherence – share transfer

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

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Updated by a lawyer on 08/12/2025

Updated By a lawyer on 12/08/2025

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