Shareholder resolution: share buyback out of profits

Written shareholder resolution to approve a share buyback under section 694 of the Companies Act 2006, approving the terms of a share buyback agreement.

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Use this document:

    • to approve the terms of a share buyback agreement between the company and a shareholder
    • for a private limited company incorporated in England and Wales
    • where the buyback is being funded out of distributable profits
    • in conjunction with board resolutions approving the buyback
    • where shareholder approval is being obtained by written resolution in accordance with the Companies Act 2006

Key features include:

  • resolution in the form of a written ordinary resolution, to be signed by all eligible shareholders
  • prepared in accordance with section 694 of the Companies Act 2006
  • clearly identifies the number and class of shares, the seller and the consideration payable

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

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