The Companies Act sets out requirements for share buybacks.

  1. Articles must not forbid it.
  2. Shares must be fully paid.
  3. The company must pay for the shares at the time of the purchase.
  4. Shares must usually be paid for out of distributable profits or proceeds of a fresh issue of shares made for the purpose of financing the purchase.
  5. Shareholders must pass an ordinary resolution authorising the buyback.
  6. A copy of the buyback contract or a summary must be available for inspection for at least 15 days before the General Meeting and at the General Meeting itself.
  7. A copy of the buyback contract or, if the contract is not in writing, a written memo setting out its terms must be made available for inspection at the company’s registered office.