Own Share Purchase Out Of Profits/New Share Issue/Cash - General Meeting Minutes

There are two valid methods for UK private limited companies to approve a purchase of its own shares (“share buyback”) out of distributable profits, the proceeds of a new issue of shares, or cash, under sections 690–700 of the Companies Act 2006. Such approval forms step 3 of the procedure and requisite templates as described in Own Share Purchase/Buyback from Profits  and fully detailed in the Share Buyback Out Of Profits Guidance Notes.

Under section 694 of the Companies Act 2006, a private company cannot purchase its own shares unless the terms of the contract to purchase per step 2 are approved by the shareholders via an ordinary resolution. 

These Share Buyback Out of Profits/New Share Issue/Cash – General Meeting Minutes should be used to record the approval of the contract to purchase by general meeting. 

The alternative method is for Approval by Written Resolution.

Approval by Ordinary Resolution at a General Meeting

Pre-meeting requirement: 

To enable approval by ordinary resolution at a general meeting a copy of the contract to purchase (or, if verbal, a memorandum of its terms) must be available for inspection: 

• At the company’s registered office for at least 15 days before the general meeting; and
• At the general meeting itself.

At the meeting: 

• The Chair must confirm that the contract was available for inspection as required. 
• The ordinary resolution is proposed to approve the terms of that contract. 
• Members holding the shares to be bought cannot vote. 
• Once approved, the company may proceed to execute the contract and complete the share purchase.

After the meeting: 

• Download and complete the letters to Companies House (Step 4).
• File Form SH03 (and SH06 if applicable) within 28 days of purchase (Step 5).
• Keep the signed contract at the registered office for 10 years.

How to Use this General Meeting Minutes Template?

These General Meeting Minutes 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 wording should be amended by choosing whether the share purchase will be out of distributable profits, a new share issue or cash and deleting the inapplicable options. The option used must be consistent with paragraphs 4, 5 (a), 5 (b), and 6 (a) of Own Share Purchase Out of Profits/New Share Issue/Cash – Board Resolutions.

Own Share Purchase Out Of Profits/New Share Issue/Cash - General Meeting Minutes is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.