How can a private limited company acquire its own shares for no consideration?

Section 658 of the Companies Act 2006 (CA 2006) specifies that a limited company must not acquire its own Shares, whether by purchase, subscription or otherwise, except in accordance with the provisions of CA 2006, Pt 18 (CA 2006, ss 658–737). CA 2006, s 659 then provides various exceptions to this rule, in particular, permitting a limited company to ‘acquire any of its own fully paid shares otherwise than for valuable consideration’. Therefore, such a company can acquire its own shares for no consideration (eg as a gift), provided that they are fully paid, without any need to observe the prescribed procedure set out in CA 2006, Pt 18 to do so.

However, CA 2006 does not give any guidance as to how a private limited company may acquire its fully paid shares for no consideration (where they are not shares that are being redeemed) or set out a procedure to be followed in those circumstances. As such, it is assumed that it should