Own Share Purchase Out Of Capital – Board Resolution (ESS – Multiple Buybacks)
Companies may wish to "buy back" or purchase their own shares.
This Own Share Purchase Out of Capital – Board Resolution (ESS – Multiple Buybacks) reflects one of the April 2013 changes to the Companies Act 2006. With effect from 30 April 2013, companies can by ordinary resolution
This Board Resolution (ESS – Multiple Buybacks) records the directors’ decision that the shareholders should be asked to consider and if appropriate pass a draft resolution to
The Board Resolution (ESS – Multiple Buybacks) is
The authority given by the shareholders’ ordinary resolution may be general or limited to the purchase of shares of a particular class or description. It may be an unconditional authority or subject to conditions.
The authority must specify the maximum number of shares
The authority may be varied, revoked or from time to time renewed by a resolution of the company. A resolution conferring, varying or renewing authority must specify a date on which it is to expire, which must not be later than five years after the date on which the resolution is passed.
The wording of the draft shareholders’ resolution must be consistent with the wording of either "Own Share Purchase out of Capital – Written Resolution (ESS – Multiple Buybacks)" or "Own Share Purchase out of Capital – Minutes (ESS – Multiple Buybacks)" which will be used if the shareholders’ resolution is to be passed as a written resolution or in a general meeting of the shareholders respectively.
If the company has only one director, then paragraphs 1 to 3 and paragraph 8 can be deleted together with references to "the chairman". Similarly, any references to the "Company Secretary" should be deleted if the company does not have one and the field should be completed with the name of the director responsible for secretarial duties.
Paragraphs 5, 6 and 7 should be amended depending on whether a written resolution or a general meeting is to be used to pass the resolution and they must be consistent with each other.
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