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Share Repurchase Agreement for the United Kingdom

Share Repurchase Agreement Template for England and Wales

A Share Repurchase Agreement under English and Welsh law is a legally binding document that facilitates a company's repurchase of its own shares from existing shareholders. The agreement outlines the terms and conditions of the share buyback, including purchase price, completion mechanics, and warranties. It must comply with the Companies Act 2006 and other relevant legislation, ensuring proper corporate approval and maintaining capital maintenance requirements.

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What is a Share Repurchase Agreement?

A Share Repurchase Agreement is used when a company wishes to buy back its own shares from existing shareholders. This commonly occurs during employee exits, corporate restructuring, or as part of a capital management strategy. The agreement, governed by English and Welsh law, must carefully address statutory requirements under the Companies Act 2006, including proper corporate approvals, payment mechanisms, and compliance with capital maintenance rules. It typically includes details of the shares being repurchased, purchase price, completion mechanics, warranties, and tax considerations.

What sections should be included in a Share Repurchase Agreement?

1. Parties: Identification of the company and selling shareholders

2. Background: Context of the share repurchase and company status

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the repurchase including number of shares and price

5. Completion: Timing and mechanics of the transaction

6. Warranties: Standard warranties from both parties

7. Payment Terms: Method and timing of payment

What sections are optional to include in a Share Repurchase Agreement?

1. Employee Matters: Special provisions when shares are being repurchased from current or former employees

2. Tax Indemnities: Specific tax-related protections for complex transactions with significant tax implications

3. Restrictive Covenants: Non-compete and confidentiality provisions when selling shareholder is/was involved in business operations

What schedules should be included in a Share Repurchase Agreement?

1. Share Details: Detailed information about shares being repurchased including class, nominal value, and percentage of share capital

2. Completion Requirements: List of documents and actions required at completion

3. Form of Stock Transfer Form: Standard form for transferring shares back to the company

4. Board/Shareholder Resolutions: Required corporate approvals for the share repurchase

5. Tax Calculations: Detailed breakdown of tax treatment and calculations for the repurchase

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Document Type

Statement of Work

Cost

Free to use

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