Share Buyback Agreement

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

Read more

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 a share sale transaction
  • where confidential information about the target company will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

  • 17 clauses over 9 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 the seller 
  • prohibition on the buyer poaching the target company’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
  • duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

    • non-solicitation covenants
    • a contractual indemnity for breach of the confidentiality obligations
    • the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

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