Own Share Purchase Out Of Capital - Board Resolutions

Companies may wish to “buy back” or purchase their own shares.

Use these board resolutions for an own share purchase out of capital

These Own Share Purchase out of Capital - Board Resolutions are for a private company wishing to purchase its own shares using capital.

They should be read in conjunction with “Own Share Purchase out of Capital - Guidance Notes.”

What the board resolutions cover and how they may be adapted

• If the company has only one director, then paragraphs 1 to 3 and paragraph 9 can be deleted, together with references to “the chairman”.
• Any references to the “Company Secretary” should be deleted if the company does not have one, and replaced with the name of the director responsible for secretarial duties.
• Paragraphs 5(b), 5(c), 6(c), 6(e), 7(a), 7(b), 8(a) and 8(f) should be amended depending on whether a written resolution or a general meeting is to be used to pass the special resolutions, and they must be consistent with each other.

Legal updates reflected

These Board Resolutions reflect the April 2013 changes to the Companies Act 2006, including the move from special resolution to ordinary resolution for approval of the purchase.

In addition, these board resolutions have been updated following the July 2021 introduction by HMRC of mandatory electronic stamp duty processes to replace their previous physical stamping system.

Own Share Purchase Out Of Capital - Board Resolutions is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.