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Share Buyback Contract Template for England and Wales

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Key Requirements PROMPT example:

Share Buyback Contract

"I need a Share Buyback Contract for my private limited company to repurchase 10,000 ordinary shares from a retiring director, with completion scheduled for March 2025 and payment to be made in three installments."

Document background
A Share Buyback Contract is essential when a company wishes to acquire its own shares from shareholders, whether for capital restructuring, exit arrangements, or employee share scheme management. The document, governed by English and Welsh law, must carefully address statutory requirements under the Companies Act 2006, including corporate authority, payment restrictions, and procedural requirements. It typically includes details of the shares being purchased, consideration, completion mechanics, and necessary warranties to protect all parties involved.
Suggested Sections

1. Parties: Identification of the company and selling shareholder(s)

2. Background: Context of the buyback and corporate authority

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer

5. Consideration: Purchase price and payment terms

6. Completion: Mechanics and timing of the transfer

7. Warranties: Basic warranties from seller regarding title to shares

Optional Sections

1. Conditions Precedent: Used when completion is conditional on certain events or regulatory approvals

2. Tax Indemnity: Specific tax-related protections for complex transactions with tax implications

3. Restrictive Covenants: Post-completion restrictions on seller when they remain involved in the business

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being purchased including share certificates

2. Schedule 2 - Completion Requirements: List of documents and actions required at completion

3. Schedule 3 - Board Minutes: Pro-forma board resolutions approving the buyback

4. Schedule 4 - Stock Transfer Form: Standard form for transferring shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 2006 - Part 18: Main legislation governing share buybacks, covering sections 658-737 on share capital acquisition, procedures for buybacks (690-708), payment requirements (691), and authority for off-market purchases (693)

Financial Services and Markets Act 2000: Regulatory framework covering market abuse provisions and rules regarding financial promotion in relation to share buybacks

Corporation Tax Act 2010: Legislation governing tax implications of share buybacks and the treatment of payments made to shareholders

Companies (Shares and Share Capital) Order 2009: Secondary legislation providing detailed regulations on share capital matters

Companies (Purchase of Own Shares) (Treasury Shares) Regulations 2003: Secondary legislation specifically dealing with treasury shares in the context of share buybacks

Market Abuse Regulation (EU) 596/2014: Retained EU law in UK governing market abuse prevention and insider dealing, relevant for listed companies conducting buybacks

Listing Rules: Regulatory requirements for listed companies conducting share buybacks, including disclosure and procedural requirements

Articles of Association: Company's constitutional document which must be checked for any specific provisions or restrictions on share buybacks

Shareholders' Agreements: Any existing agreements between shareholders that might affect or restrict share buyback arrangements

Financial Assistance Rules: Regulations preventing companies from providing financial assistance for the acquisition of their own shares

Distributable Reserves Requirements: Legal requirement that share buybacks can only be funded from distributable reserves or the proceeds of a fresh issue of shares

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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