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 general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 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 its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

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Updated by a lawyer on 08/12/2025

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