Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Treasury shares definition

What does Treasury shares mean? In practice, treasury shares are a company’s own shares that it has lawfully bought back and chosen not to cancel, but to hold in treasury for possible resale, transfer or later cancellation. In the UK, the regime is set out in the Companies Act 2006 (Part 18, including ss 724–729). Statutory conditions apply, typically including that the buy-back is made out of distributable profits. While held in treasury, the shares confer no voting rights and no entitlement to dividends or other distributions, and are disregarded for voting and similar capital calculations. The company may later sell, transfer (for...

Sale of Treasury Shares in UK Companies: legal framework, procedures, pre-emption, Listing/AIM compliance, UK MAR, prospectus/financial promotion, DTR 5 disclosures, stamp taxes and Takeover Code

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Practice notes

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A limited company is permitted to hold, or to transact in, its own Shares, provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. Such shares are kept in treasury and are known as the company’s Treasury shares. For guidance on how, and why, a company might repurchase its shares to be held in treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. Breaching any of these provisions (other than CA 2006, s 730—see Practice Note: Cancellation of treasury shares) constitutes an offence by the company and every officer of the company who is in default. A person found guilty of that offence is, on conviction, liable to a fine.

Dealing with treasury shares

A company may simply retain its treasury shares (see Practice Note: Holding treasury shares)...

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Web page updated on 22/05/2026

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