Board Resolution

Board Resolution for Buy-Back of Shares

Use this resolution to approve a buy-back of the Company's own equity shares.

CERTIFIED TRUE COPY OF THE RESOLUTION

passed at the meeting of the Board of Directors of [Company Name] held on [Meeting Date] at the registered office of the Company

RESOLVED THAT pursuant to Section 68 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, and the Articles of Association of the Company, the Board be and is hereby accorded consent to buy back up to [Number] fully paid-up equity shares of Rs. ______ each, being not more than twenty-five per cent of the aggregate of the paid-up capital and free reserves, at a price of Rs. [Amount] per share, the aggregate consideration being funded out of the free reserves / securities premium of the Company.

FURTHER RESOLVED THAT the buy-back be completed within one year, that a declaration of solvency in Form SH-9 be filed prior to the buy-back and a return in Form SH-11 be filed on completion, and that any Director or the Company Secretary be and is hereby severally authorised to do all acts necessary to give effect to this resolution.

Certified to be true copy

For [Company Name]


_______________________
(Director / Company Secretary)
DIN / Membership No.: ________
Date: [Effective Date]

Before you use it — fill in / check

  • Company name
  • Amount/details
  • Effective date
  • Meeting date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.