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 the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, 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

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