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Board Minutes - Redemption of Shares Out of Capital

Redemption Out Of Capital – Board Resolutions


These Redemption Out of Capital – Board Resolutions are for a private company wishing to redeem redeemable shares using capital. The board must first propose the special resolution to authorise the payment out of capital for the redemption. They should be read in conjunction with “Redemption Out of Capital – Guidance Notes.”

These Redemption Out of Capital – Board Resolutions 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 4, 5 (a), and 6 (e) must be altered depending on whether the shares are being redeemed at the option of the company or the holder of the redeemable shares. Paragraph 6 (f) should only be used if the shares are being redeemed at the option of the company.

Paragraphs 5 (b), 6 (b), 6 (d), 6 (e), 7 (a), 7 (b), 8 (a) and 8 (c) should be amended depending on whether a written resolution or a general meeting is to be used to pass the special resolution and they must be consistent with each other.

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