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.

Read more

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 the allotment of new shares in a private limited company
  • for a subscription for shares in a company for cash
  • for a standard application for new shares without a separate subscription or investment agreement

What are the key features?

  • alternative subscription letters depending on whether the subscriber is an individual or a company
  • to be completed with information about the company issuing shares and the subscriber, the number of shares and price per share

Following the subscription, the details of the shareholder and issued shares should be recorded in the company’s register of allotments and register of members – see  Statutory Registers Template

What other documents are available?

For fuller forms forms of share subscription agreement and explanations for their use, see Subscription Agreement Template

Explanatory Guides

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

Updated by a lawyer on 08/12/2025

Create your document in 3 Easy Steps
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.”
Elle, Founder | Winslow skincare & aesthetics.
“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”
Giles, MD | Boniti Ltd.
Shopping Basket

Sample available