Standard documents
This is a list of all standard documents published by PLC. All standard documents have links to related drafting notes and are regularly updated by PLC editors.
For information on converting PLC standard documents into your firm's style, see PLC Firmstyle (www.practicallaw.com/A30700).
| Private company written resolution authorising off-market purchase of own shares A form of written resolution to approve an off-market purchase by a private company of its own shares. This written resolution can be used whether the buyback is being funded out of distributable profits, capital, cash (subject to statutory limits on amounts) or a fresh issue of shares. |
| Board minutes for approving on-market purchases under an existing shareholder authority Board minutes to approve on-market purchases by a listed company carrying out a share buyback programme. These minutes have been drafted on the basis that shareholder approval is not required for the purchases as the company has in place existing shareholder authority. For board minutes approving on-market purchases where shareholder approval is required, see Standard document, Board minutes for approving on-market purchases where shareholder approval is required. |
| Board minutes for approving off-market share buyback and payment out of capital by a private limited company Board minutes to approve an off-market share buyback out of capital by a private limited company that is not for the purposes of an employees' share scheme. |
| General meeting notice: off-market share buyback (private company) A notice for a general meeting of a private company to approve an off-market share buyback. This notice can be used whether the buyback is being funded out of distributable profits, capital, cash or a fresh issue of shares. |
| Off-market purchase agreement A standard document share buyback contract for a company buying its own shares off-market. |
| Application to HMRC under the non-statutory clearance procedure Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs. |
| Notice for London Gazette: share buybacks and redemptions A form of notice to be posted in the London Gazette in connection with a private company repurchasing or redeeming its shares out of capital. |
| General meeting minutes: off-market share buyback (private company) Minutes for a general meeting of a private company to approve an off-market share buyback. |
| Waiver of pre-emptive rights A deed of waiver of pre-emptive rights by a shareholder in connection with a share buyback. This document has been created as part of the PLC FastDraft Corporate service. It can only be viewed and altered in PLC FastDraft. |
| Board minutes for approving off-market share buyback and payment out of distributable profits by a private limited company Board minutes to approve an off-market share buyback out of distributable reserves by a private limited company. The minutes also include optional wording to approve a small buyback out of cash, as permitted by the Companies Act 2006 (Amendment of Part 18) Regulations 2013. |
| Board minutes for approving on-market purchases where shareholder approval is required Board minutes to approve on-market purchases by a listed company carrying out a share buyback programme. These minutes have been drafted on the basis that shareholder approval will be required for the buyback, either because there is no existing shareholder authority in place or such authority has been or will be exhausted. For board minutes approving a sharebuyback that is to be carried out under an existing authority, see Standard document, Board minutes for approving on-market purchases under an existing shareholder authority. |
| Tax clearance letter for capital treatment of share buyback This letter seeks clearance under section 1044 of the Corporation Tax Act 2010, on behalf of a client, that the proposed purchase by an unquoted company of its own shares, where the purchase meets the trade benefit test, will be treated as being capital in nature. The letter can be adapted for use where the own share purchase meets the payment of inheritance tax test. For details of the clearance procedure, see Practice note, Tax clearances: share buybacks. |
| Share buyback article: private company (Companies Act 1985) An example of an article that could be adopted in the articles of association of a private company to give it the authority to carry out a share buyback. This article was drafted to reflect the Companies Act 1985. In contrast to the Companies Act 1985, the Companies Act 2006 provides that companies can make buybacks unless their articles prohibit or restrict this ability. |
| Share buyback article: listed company (Companies Act 1985) An example of an article that could be adopted in the articles of association of a listed company to give it the authority to carry out a share buyback under the Companies Act 1985. It assumes that the company will want to be able to hold any shares purchased as treasury shares. In contrast to the Companies Act 1985, the Companies Act 2006 provides that companies can make buybacks unless their articles prohibit or restrict this ability. |
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