Board minutes: share buyback out of profits

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.

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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)

When do I use this document?

  • for general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information
  • circumstances permitting compulsory disclosure
  • procedure for returning Confidential Information to its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

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Updated by a lawyer on 08/12/2025

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