BR — Buy-Back of Shares
Ready-to-use draft board resolution for buy-back of company's own shares under the Companies Act, 2013. Includes format, legal references, and compliance notes. Illustrative only — customize based on your company's MOA, AOA, and professional advice.
Filing: MGT-14 within 30 days if required under Section 117
When is This Resolution Needed?
buy-back of company's own shares requires a formal resolution under the Companies Act, 2013. Must be passed at a validly convened Board meeting with proper quorum (Section 174 — 1/3rd of directors or 2, whichever higher), notice (7 days under Section 173(3)), and minutes (Section 118).
Draft Board Resolution
[On the letterhead of the Company]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE ADDRESS]
Present: 1. Mr./Ms. [Name] — Director (Chairperson) | 2. Mr./Ms. [Name] — Director | 3. Mr./Ms. [Name] — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT pursuant to Section 68, the Board approves buyback of up to [Number] equity shares at not exceeding Rs. [Price] per share, aggregate not exceeding Rs. [Total] (representing [X]% of paid-up capital + free reserves), from [open market/tender offer], out of [free reserves/securities premium]. [Board resolution sufficient if ≤ 10%; SR required if > 10%]."
"RESOLVED FURTHER THAT any one Director or the Company Secretary be and is hereby authorized to do all acts, deeds, and things necessary to give effect to the above resolution, including filing forms with ROC, signing documents, and making applications."
Certified True Copy
For [Company Name]
[Name] | Company Secretary / Director | Date: [Date] | Place: [Place]
Compliance Notes
Key: (a) Max 25% of paid-up capital + free reserves per FY. (b) Post-buyback debt:equity ≤ 2:1. (c) ≤ 10%: Board resolution; > 10%: SR. (d) Bought-back shares extinguished within 7 days. (e) No same-class issue for 6 months (except bonus/ESOP). (f) SH-11 within 28 days. (g) Listed: SEBI Buyback Regulations apply.
Post-Resolution Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Record minutes within 30 days (Sec 118) | 30 days | CS | ☐ |
| 2 | File MGT-14 if required (Sec 117) | 30 days | CS/Director | ☐ |
| 3 | File applicable MCA form | 15-30 days | CS/Director | ☐ |
| 4 | Update statutory registers | 7-15 days | CS | ☐ |
| 5 | Notify stakeholders | As prescribed | CS | ☐ |