Private Company Off‑Market Share Buybacks Funded from Capital—CA 2006 Pt 18 Ch 5: Practical Procedure and Compliance Checklist

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Checklists

A limited company is permitted to repurchase its own shares where the criteria in the Companies Act 2006 (CA 2006) are satisfied. Such transactions are known as share buybacks, or purchases by a company of its own shares. Alongside the CA 2006 provisions, additional rules and guidance can apply to a listed company or to an AIM company. A private limited company may effect a buyback out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), subject always to any restriction or prohibition contained in the company’s articles of association. For private companies, repurchases are undertaken solely off-market, and accordingly this checklist does not cover on-market buybacks. For an introduction to share buybacks, including an outline 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 any share buyback to be financed out of capital in accordance with CA 2006, Pt 18, Ch 5, a private limited company ought to assess a range of preliminary considerations and may need to undertake a series of procedural steps in advance...

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Web page updated on 20/05/2026

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