Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

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...

Off-market purchase of own shares agreement for a private limited company with multiple tranche completions and funding from distributable profits or capital

Published by a LexisNexis Corporate expert

Precedents

This Agreement is entered into on [ insert day and month ] 20[ insert year ]

Parties

[ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm whose principal place of business is [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ] whose registered office is at [ insert address ] ] (the Seller),
[ insert company name ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Company).

Recitals

The Company has share capital of [ insert amount ], divided into [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ].
The Seller is the legal and beneficial proprietor, being the sole registered holder of the Sale Shares (as defined below).

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Glafkos Tombolis

Deloitte

Glafkos advises a broad range of corporate, institutional and private clients on private and public M&A transactions, private equity investments and general company law matters. Glafkos joined the corporate group in 2012 from Charles Russell LLP, where he advised on both corporate matters and commercial arrangements for corporate, institutional and private clients. He was previously at Baker & McKenzie and Freshfields Bruckhaus Deringer. Emphasis:Company acquisitions and disposalsCorporate reorganisationsPrivate equity and strategic investmentsJoint ventures and other business alliancesCorporate governanceCorporate and commercial transactions for family offices Representative work:Acting for significant healthcare group on a number of corporate transactionsAdvising numerous owner-managers on disposals of IT-related businessesActing for a family office on the establishment of a family governance structureActing for luxury brands group on its UK investments...

Web page updated on 22/05/2026

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