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?

An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements

Use this document:

for the amendment and restatement of a contract or agreement
as an alternative to a standalone variation
suitable for a contract governed by English law

What are the key features?

7 clauses and one schedule over 3 pages
short form agreement
agreement to amend and restate original contract or agreement
amended and restated form of agreement to be set out in the schedule

What else do I need to know?

An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:

amendment to the terms and conditions of the contract
amendment to introduce new parties to the agreement

An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.

An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:

amended by the agreement of the parties to the new form of the contract as amended and restated
restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement

Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.

What other documents are available?

For a standalone contract variation for specific amendments to the contract, see

Contract Variation.

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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