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Share buyback definition

What does Share buyback mean? A share buyback is a company purchasing its own issued shares, typically to return surplus cash, manage capital structure or satisfy employee share schemes. The statutory concept in UK company law is a “purchase of own shares”; “share buyback” is the common transactional term. In England & Wales, Scotland and Northern Ireland, buybacks by a limited company are governed by Part 18 of the Companies Act 2006. Key features include: shareholder authority (ordinary resolution for market purchases; special resolution approving the contract for off‑market purchases); funding only from distributable profits or the proceeds of a fresh issue (with...

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UK public company share buybacks—approvals for on- and off-market purchases: shareholder authorities, meetings, circulars and filings under the Companies Act 2006, FCA Listing Rules, DTRs and AIM guidance

Practice notes
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A company limited by Shares can repurchase its own equity in itself provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. This is termed a Share Buyback, or the purchase of own shares. Beyond CA 2006, there are additional Rules and guidance that apply to a listed company or an AIM company in this context. In particular, a listed company must consider the applicable Listing Rules (LRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must consider the AIM Rules for Companies (AIM Rules), though these do not expressly and directly address buybacks; accordingly, AIM Regulation has stated that an AIM company’s compliance with the LRs in relation to share buybacks would constitute best practice in most cases and circumstances. An AIM company is also within scope of DTR 5. In addition, both categories of company may follow institutional investor guidance where appropriate. For a summary of the framework for conducting a share buyback, see Practice Note: How to carry out a share buyback...

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Web page updated on 22/05/2026

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