Own Share Purchase Out Of Capital – Written Resolutions (ESS version of Special Resolution)
These Own Share Purchase out of Capital – Written Resolutions (ESS version of Special Resolution) are for a private company wishing to purchase its own shares using capital where the purchase is for the purposes of an employees’ share scheme. The document should be read in conjunction with "Own Share Purchase out of Capital - Guidance Notes."
These Written Resolutions must be sent to the shareholders so that they can approve the Contract to Purchase required for the purchase by a private company of its own shares and the payment for those shares out of capital.
The ordinary resolution will not be required if the purchase of own shares is already authorised under section 693A of the Companies Act 2006 (authorisation of multiple buybacks for the purposes of an employees’ share scheme).
These Own Share Purchase out of Capital – Written Resolutions (ESS version of Special Resolution) are in open format. The document contains fields which must be completed. It also contains some wording options in square brackets which must be adjusted to suit your purposes.
The Circulation Date will usually be the date of the board meeting approving the circulation of the written resolution but it can be a later date. The date when the written resolution lapses would usually be 28 days after the Circulation Date but since the Companies Act 2006 specifies that the special resolution authorising the payment out of capital must be passed within 7 days of the date of the Directors' Statement and the auditor's report, the lapse date should be 7 days from the Circulation Date.
This version of the Written Resolutions has been produced to reflect the April 2013 changes to the Companies Act 2006, including the move from special resolution to ordinary resolution for approval of the purchase, and the introduction of a simpler procedure for approving the use of capital where the purchase is for the purposes of an employees’ share scheme.
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