Buying back shares from existing shareholders
What a share buyback is and when it might be needed
Q1:What is a share buyback?

A is where a buys its own from one or more of its .

A is only allowed to do a in specific situations and by following set rules, otherwise the purchase of will be invalid with potentially serious consequences for your and the relevant (see Q&A 14).

The rules for permitted are complex. This section is an introduction and briefly summarises the options and process you will need to follow for each option. You will however need specific legal, tax and accounting advice if your wishes to go ahead with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q2:When might my company wish to do a share buyback?

Your may wish to do a for a wide variety of commercial purposes, including:

  1. in order to enable a to sell their – for example, if they have fallen out with the other , or they are a or who is leaving your ;

  2. where you wish to return cash to and where for tax reasons (for which you will need expert tax advice) a is more efficient than a ; or

  3. for the purposes of running an (for which you will need expert legal and tax advice). For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


How to do a share buyback
Q3:How can my company do a share buyback?

Before commencing a buyback of its own , your will need to agree a price and terms for the with the (s) who are selling their (see Q&A 4).

You will also need to identify how the buyback will be financed as there are strict legal rules you must follow for this.

The purchase price for the must be paid by your in full on purchase (see Q&A 10), and can only be financed out of either:

  1. your 's cash. You can only do a this way if the total price is less than the lower of £15,000 and the of 5% of your 's (see Q&A 5); or

  2. your 's (see Q&A 6); or

  3. the proceeds of a further specifically to fund the buyback (see Q&A 7); or

  4. in limited circumstances, out of capital (see Q&A 8).

The legal process you must follow to buyback your 's will vary depending on your source of finance.

Your is not allowed to buy all of its .

If you fail to follow the correct process, your 's will be invalid and other adverse consequences will result (see Q&A 14). For this reason, your should obtain specific legal, tax and accounting advice before proceeding with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q5:How can my company do a share buyback out of cash?

For lower value buybacks, your may be able to follow a simplified process which will enable it to buy back with its cash.

In order to be able to rely on this, your must have specific authority under your of association. If your has the , you will not have authority to do a in this way and you will need to amend your to take advantage of the simplified cash process.

To fund a buyback out of cash, the total price to be paid by your must be less than the lower of (i) £15,000 and (ii) the of 5% of your 's .

A broad outline of the process you will need to follow is:

  1. obtain the approval of your to the process, form of buyback contract and seeking of approval from your ;

  2. obtain the approval of your (see Q&A 13 for the specific approvals you will need);

  3. assuming approval from your , the further approval of your board to your signing the buyback contract and paying the agreed purchase price;

  4. your and the relevant (s) signing and completing the buyback contract;

  5. payment by your of the purchase price to the (s) from whom are being bought; and

  6. payment of stamp duty (see Q&A 16) and various post-buyback formalities (see Q&A 17).

If you fail to follow the correct process, your 's will be invalid and other adverse consequences will result (see Q&A 14). For this reason, your should obtain specific legal, tax and accounting advice before proceeding with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q6:How can my company do a share buyback out of distributable profits?

This is a common method used to fund a and can offer your an alternative to paying a to your .

Your must have enough available to fund the buyback at the agreed price (not including stamp duty). You will need the assistance of your 's accountant to calculate the available and the accounts you can rely on for these. Accountancy advice is beyond the scope of this service.

Assuming your has sufficient , a broad outline of the process you will need to follow is:

  1. check with your accountant the amount of available and which accounts you are relying on for these;

  2. at a meeting of your board:

    1. obtain confirmation from your that your has sufficient , and table the relevant accounts on which you are relying; and

    2. obtain your ' approval to the process, form of buyback contract and seeking of approval from your ;

  3. obtain the approval of your to the buyback (see Q&A 13 for the specific approvals you will need);

  4. assuming approval from your , obtain the further approval of your to your signing the buyback contract and paying the purchase price;

  5. your and the relevant (s) signing and completing the buyback contract;

  6. payment of the purchase price by your to the (s) from whom are being bought; and

  7. payment of stamp duty (see Q&A 16) and various post-buyback formalities (see Q&A 17).

If you fail to follow the correct process, your 's will be invalid and other adverse consequences will result (see Q&A 14). For this reason, your should obtain specific legal, tax and accounting advice before proceeding with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q7:How can my company do a share buy back out of money raised by a fresh issue of shares?

A buyback can be funded by the proceeds of a fresh specifically for the purpose of funding the buyback.

One limit on going ahead with this process is that normally the proceeds from a fresh can only be applied to cover either:

  1. the of the being purchased; or

  2. if the buyback were originally issued at a premium to their , up to the original amount paid for those .

EXAMPLE: 5,000 of £1 were originally issued for £1 each. If your has agreed to buy them back for £2 per , totaling £10,000, you can only use money raised from a fresh to cover £5,000 of the buyback price. The balance of the price must come from (see Q&A 6) or out of capital (see Q&A 8).

FURTHER EXAMPLE: 10 of £1 were originally issued for £1,000 each. Your would be able to use the proceeds from a fresh to buy back the 10 for up to a maximum of £10,000. Any balance must come from (see Q&A 6) or out of capital (see Q&A 8).

Assuming your has (see Issuing new shares for guidance on how you go about this), the process you follow will be the same as for a buyback out of cash (for which see Q&A 5).

If you fail to follow the correct process, your 's will be invalid and other adverse consequences will result (see Q&A 14). For this reason, your should obtain specific legal, tax and accounting advice before proceeding with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q8:How can my company do a share buyback out of capital?

You can only use capital to fund a if to complete the purchase you do not have enough or, if you have issued new to finance the buyback, enough proceeds from the .

There is a very strict procedure for using capital to fund a . A broad outline of the process is as follows:

  1. check with your accountant:

    1. whether your has any , which must be applied first to fund the buyback, and which accounts you are relying on for these; and

    2. how much of the purchase price can be paid out of capital;

  2. at a meeting of your board:

    1. obtain confirmation from your to how much of the purchase price can be paid out of capital; and

    2. obtain your ' approval to the process, form of buyback contract, (see below), public notice (see below) and seeking of approval from your ;

  3. all your sign a statement confirming your 's solvency, which must be supported by a report from your ;

  4. obtain the approval of your to the buyback (see Q&A 13 for the specific approvals you will need);

  5. publish a notice in the giving of your five weeks to object to the buyback;

  6. assuming no objection from your , the further approval of your to your signing the buyback contract and to paying the purchase price to the relevant (s);

  7. your and the relevant (s) signing and completing the buyback contract;

  8. payment of the purchase price to the (s) from whom are being bought; and

  9. payment of stamp duty (see Q&A 16) and various post-buyback formalities (see Q&A 17).

If you fail to follow the correct process, your 's will be invalid and other adverse consequences will result (see Q&A 14). For this reason, your should obtain specific legal, tax and accounting advice before proceeding with a . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Payment by a company to buy back its shares
Q9:What price does my company need to pay to buy back its shares?

The purchase price on a is a matter for negotiation between your 's and the selling ..

The price must be agreed before the sale can be completed as your has to pay for the in full and in cash on completion.

In determining the purchase price, your 's must act in accordance with their general duties such as their duty to promote the success of the for the benefit of all its (see Duties owed by directors for guidance on ' duties generally). This means ensuring any price agreed for a is reasonable and justifiable for your . It is obviously particularly important to exercise care when the selling is either a or closely connected to a .

For this reason, your should think about getting advice on the price from an accountant and possibly also tax expert.

Note that as part of the buyback process your 's have to approve the purchase price.


Q10:When and how does my company pay its shareholders in order to buy back its shares?

Your must pay the price in full on completion of the purchase of the relevant , otherwise the buyback will be invalid.


Q11:What happens to shares which my company has bought back?

In most cases after your has completed a buyback, the purchased will be cancelled immediately. This is a legal requirement if you are funding your buyback with the proceeds of a fresh (see Q&A 7) or out of capital (see Q&A 8).

If your has bought back out of (see Q&A 6), it can continue to hold such if you wish. Most commonly this is done as part of an .


Power and approvals to do a share buyback
Q12:Does my company need a specific power in its articles of association to do a share buyback?

This depends on how your is being financed.

Unless your is funding a out of cash (see Q&A 5), no specific power is required in your 's if it has the . If your does not have the , you will need to check the carefully to see if there are any restrictions or prohibitions on .

If your is funding a out of cash, your must contain a specific power or authorisation in order to enable you to follow the simplified process.

The do not contain any such power or authorisation so if your has these and wishes to fund a buyback out of cash you will need to change your 's . See Changing a company's articles of association for how to go about this.


Q13:Does my company need the approval of its shareholders in order to do a share buy back?

Yes, you must obtain the approval of your by to the . You may also need approvals from some or all of your if you have a in place and/or if have .

  1. '

    A by your must be approved by a ' . This can be done either by by a passed at a .

    The (s) selling their cannot vote on the (unless you are dealing with the ).

    If your is owned by a single who is selling some, but not all, of their back to the , they cannot approve it with a . The must convene a (with only himself or herself present) in order to pass the necessary approving the buyback.

  2. If a is in place, it is likely that you will need the prior consent of one or more of your before your can buy back any of its . You should check any such agreement carefully as to the steps you need to take.

  3. You need to check if any of your 's has . If so, before your can buy back any of its back they must be offered first to these unless they their rights (see To whom my company is allowed to issue new shares for guidance on ).

    If your has the and you do not have a in place (as to which see above), there will be no requirement to make such an offer.

    If your does not have the and/or there is a in place, you should check these carefully for any .


Consequences if correct process not followed for a share buyback
Q14:What happens if the correct process is not followed for a share buyback?

Your and any at fault will commit an offence, punishable by up to two years' imprisonment and an unlimited fine, if you try to buy back your 's but either do not come within a permitted exception or fail to follow the correct legal process.

The itself will also be . This means that the selling must return the purchase price to your . The selling will also remain the legal and will be treated as having been so since the attempted buyback. This can create serious problems for your , particularly if time has passed before you notice any mistake.

At the very least you will have to revisit any decisions taken by your since the ineffective buyback and adjust your 's confirmation statements and accounts.


Q15:Can an invalid share buyback be put right?

If your does an invalid , there are steps which could be taken to limit the damage if the selling (s) and your are able to co-operate, such as:

  1. doing a new which complies with all the rules, and setting off the purchase price against what was previously paid and is, as a result of the buyback being invalid, now owed to your ; or

  2. paying a valid to the selling (s) to offset the purchase price now owed to your .

However, this is not guaranteed to put everything right. For example, paid on the assumption that the had been bought back may not be lawful and there may still be adverse tax consequences for both your and the selling (s).


Stamp duty on a share buyback
Q16:Is stamp duty payable by my company on a share buy back?

Stamp duty will be payable by your on a for a purchase price of £1,000 or more.

Stamp duty is charged at 0.5% of the total price and rounded up to the nearest £5. For example, if £2,500 is paid for , stamp duty will be £15 because 0.5% of £2,500 is £12.50 which is rounded up to the nearest £5 (ie £15).

Stamp duty should be paid no later than 30 days after completion of the . After this time, interest and penalties for late payment can be charged.

If stamp duty is payable, you will need to complete form SH03 and submit it to , who will confirm that the appropriate amount of stamp duty has been paid. Stamp duty is paid by sending a copy of your SH03 form to HMRC and paying the amount due by bank transfer, BACS or CHAPS. Once have confirmed receipt of the appropriate amount of stamp duty, the completed SH03 form should be sent to for filing (see Q&A 17).


Steps to take after a share buyback
Q17:What filing and record-keeping do I need to carry out after my company has done a share buyback?

After your has bought back its , and any stamp duty has been paid, you need to update your registers and file various documents at . Failure to do so is an offence by your and any at fault, punishable by a fine.

You must:

  1. Update your 's

    You must update your 's to reflect the from the (s) to your .

    If the have been cancelled by your (see Q&A 11), you should add a note to this effect. Alternatively, if the have been bought out of and are being held by your after completion of the buyback (see also Q&A 11), you should add your as a in your .

    If you keep your at your 's (either in electronic or paper form), you can update the register on a computer or by hand.

    If you keep your on the run by , then you must send form EH6 to to enable them to update the register.

  2. Check (and if necessary update) your

    You must check whether the affects who controls your (for example if it results in a 's holding increasing above or decreasing below 25%).

    If a newly qualifies as a or , or if the already qualified but the nature of their control has changed with the extra , you must amend your as soon as you can to reflect the change.

    For guidance on identifying your 's PSCs, see How to identify and notify people with significant control of a company (PSCs). For guidance on keeping and updating your , see Keeping a register of people with significant control of a company.

  3. Make the necessary filings at

    You must file form SH03 at within 28 days of completing a . After have confirmed payment of stamp duty, the relevant SH03 form should be sent to for filing along with a copy of the confirmation. For further guidance on when and how you should submit your SH03 form to and pay stamp duty, see Q&A 16.

    If you are cancelling the after the buyback, you must file form SH06 to confirm cancellation within 28 days of completing the .

    If you used capital to buy back (see Q&A 8), you must also file a copy of the ' authorising the payment out of capital (see Q&A 13) within 15 days of the date it is passed.

  4. Keep a copy of the buyback contract available for inspection

    You must keep a copy of the buyback contract available for inspection at your 's (or alternative single inspection location). The contract must be kept available for inspection for a period of 10 years from the date of the buyback.

    If your has not entered into a written buyback agreement, you must prepare and keep a written record of the terms of the buyback (known as a memorandum) and keep this in the same way.

    The contract (or memorandum) may be inspected on request and without charge by any of the .