Buy-back of Shares.
A buy-back lets a company return surplus funds by purchasing its own shares out of free reserves, securities premium or the proceeds of a different issue. For unlisted companies, section 68 and rule 17 set the limits, a declaration of solvency and a fixed filing sequence: SH-8 and SH-9 before the offer, SH-11 with an SH-15 certificate after it. We plan the structure and run each step to its deadline.
Typically 6–10 weeks from board approval to SH-11, as the rules fix the offer, verification and payment windows. The buy-back must be completed within one year of the approving resolution.
A partner — a chartered accountant or company secretary — from the first call to sign-off.
Based on your situation, and fixed in writing before any work starts.
Is this for you?
- Companies with surplus cash and reserves that want to return funds to shareholders
- Companies offering a partial exit to investors or departing founders
- Closely held companies consolidating shareholding
What you receive at the end.
- 01Feasibility note with limit and debt to equity calculations
- 02Board and shareholder resolutions, explanatory statement and letter of offer
- 03Filed SH-8, SH-9 and SH-11 with SH-15, plus MGT-14 where a special resolution is passed
- 04Register of securities bought back (SH-10)
- 05Updated register of members and cap table
Buy-back of Shares, step by step.
Typically 6–10 weeks from board approval to SH-11, as the rules fix the offer, verification and payment windows. The buy-back must be completed within one year of the approving resolution.
- 1
Feasibility test
We test the proposal against sections 68 and 70: fully paid shares, authority in the articles, size limits, post-buy-back debt to equity of no more than 2:1, a one-year gap from any earlier offer, and no disqualifying defaults.
- 2
Board or member approval
The board can approve a buy-back of up to 10 per cent of paid-up equity and free reserves; up to 25 per cent needs a special resolution, with an explanatory statement and auditor's report.
- 3
Offer filings
We file the letter of offer in SH-8 with the declaration of solvency in SH-9, then send the offer to shareholders within 20 days; it stays open for 15 to 30 days.
- 4
Verification and payment
Acceptances are verified within 15 days of closure, payment is made within 7 days of verification, and bought-back shares are extinguished within 7 days of completion.
- 5
Return and records
We file SH-11 with the SH-15 compliance certificate within 30 days of completion and maintain the register of securities bought back in SH-10.
What we need from you.
Don't have everything yet? We send a short checklist after the first call and work with what you have.
- Latest audited financial statements
- Articles of association and shareholding pattern
- Board and special resolutions with explanatory statement
- Auditor's report on the permissible amount and the board's solvency opinion
- Declaration of solvency, verified by affidavit and signed by two directors
- Details of the separate bank account for buy-back payments
- Share certificates or demat details of shareholders who tender
The fee depends on your situation. After a short call, the partner who will do the work tells you what's involved and gives you a fixed fee in writing — before any work begins.
- Government fees and statutory charges are billed at actuals.
- When you pay — upfront, in stages or on completion — is agreed in writing with the fee.
Questions about Buy-back of Shares.
Ready to discuss Buy-back of Shares?
30-minute confidential call — no proposal, no commitment. A partner will write back within one business day.