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?

for the novation of a contract or agreement
for a new party to replace one of the original parties to the contract
where the other original party to the contract consents to the novation
for a contract governed by English law

What are the key features?

9 clauses over 3 pages
agreement in the form of a Deed of Novation
wording for replacement party to become party to the novated contract
alternative wording depending on whether the replaced party will be discharged from:
- all liability under the contract from its commencement
- liability under the contract from the date of novation
indemnity from the new party in favour of the replaced party for failure to perform the novated contract

What else do I need to know?

A novation agreement template is used where the original parties to the agreement have agreed that a new party should replace one of them and assume the obligations and liabilities of the replaced party.

Novation is an alternative to assignment – assignment of a contract can only apply to the benefit of a contract, which are the rights of a party under the contract. The burden of a contract (the party’s performance obligations) cannot be assigned under English law. If one party wants to transfer both the benefit and the burden of a contract, the contract will need to be novated.

Under a novation, the contract is effectively replaced with a new contact and the new party to the contract is treated as an original party to the contract in place of the departing party. Novation requires the consent of the remaining original party to the contract and is documented in a novation agreement or deed of novation between the three parties.

Under the novation agreement:

the original parties to the agreement agree that the new party takes the place of one of the original parties
the new party agrees to perform the obligations of the replaced party and the remaining party agrees to accept the new party’s undertaking to perform these obligations
the new party can either agree to be liable for all the obligations of the replaced party from the start of the agreement or only for its own performance obligations from the date of novation

What other documents are available?

For a template contract assignment, see

Contract Assignment.

Explanatory Guides

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

£35.00 exc VAT

Updated by a lawyer on 08/12/2025

Updated By a lawyer on 12/08/2025

Create your document in 3 Easy Steps

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”