Share Buyback Agreement

Agreement for the buyback by a private limited company of its own shares.

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Use this document:

  • when a private limited company is buying back its own shares from an existing shareholder
  • to ensure the buyback is properly documented and compliant with the Companies Act 2006
  • where the buyback is being funded out of distributable profits, in accordance with statutory requirements

Key features include:

  • agreed terms of the buyback, including the number and class of shares to be repurchased, the consideration payable, and the completion arrangements
  • compliance with the requirements of section 694 of the Companies Act 2006, including provisions for shareholder approval
  • warranties from the selling shareholder, confirming ownership and capacity to sell the shares
  • structured for buybacks out of distributable profits, the most common and straightforward method permitted under the Companies Act

When do I use this document?

  • for an investment transaction
  • where the subject company will agree a period of exclusivity with the investor
  • for a longer form agreement with strong legal protections for the investor

What are the key features?

  • 13 clauses over 6 pages
  • definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
  • exclusivity undertakings from the company in favour of the proposed investor
  • rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs

What other documents are available?

For a shorter form of exclusivity agreement for an investment transaction, see

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Updated by a lawyer on 08/12/2025

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