Own Share Purchase Out of Capital – Board Resolutions (ESS version of Special Resolution)
Companies may wish to "buy back" or purchase their own shares.
These Own Share Purchase (Capital) Board 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 Own Share Purchase (Capital) Board Resolutions (ESS version of Special Resolution) are in open format. The document contains fields which must be completed. It also contains wording options in square brackets which must be adjusted to suit your purposes. If the company has only one director, then paragraphs 1 to 3 and paragraph 9 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 (b), 5 (c), 6 (c), 6 (d), 7 (a), 7 (b) and 8 (a) 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.
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, 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. In addition, they have been updated following the July 2021 introduction by HMRC of mandatory electronic stamp duty processes to replace their previous physical stamping system.
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