Private company share buybacks (no payment out of capital under CA 2006, Pt 18, Ch 5)—checklist

Copyright © 2025 LexisNexis
Published by a LexisNexis Corporate expert
Checklists

Private company share buybacks (no payment out of capital under CA 2006, Pt 18, Ch 5)—checklist

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Checklists
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A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company.

A private limited company will only buy back its shares off-market. Therefore, this checklist does not deal with on-market share buybacks.

For an introduction to share buybacks, including an explanation of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework.

Preliminary issues

Before proceeding with a share buyback, a private limited company should consider a number of issues and may need to take a number of steps. For further information, see Practice Notes: Private company share buybacks—initial considerations and Tax issues on share buybacks for corporate lawyers.

Articles of association and shareholders' agreements:

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