C2C1Part 18Acquisition by limited company of its own shares
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 4Purchase of own shares
Authority for purchase of own shares
693AF1Authority for off-market purchase for the purposes of or pursuant to an employees' share scheme
1
A company may make an off-market purchase of its own shares for the purposes of or pursuant to an employees' share scheme if the purchase has first been authorised by a resolution of the company under this section.
2
That authority—
a
may be general or limited to the purchase of shares of a particular class or description, and
b
may be unconditional or subject to conditions.
3
The authority must—
a
specify the maximum number of shares authorised to be acquired, and
b
determine both the maximum and minimum prices that may be paid for the shares.
4
The authority may be varied, revoked or from time to time renewed by a resolution of the company.
5
A resolution conferring, varying or renewing authority must specify a date on which it is to expire, which must not be later than five years after the date on which the resolution is passed.
6
A company may make a purchase of its own shares after the expiry of the time limit specified if—
a
the contract of purchase was concluded before the authority expired, and
b
the terms of the authority permitted the company to make a contract of purchase that would or might be executed wholly or partly after its expiration.
7
A resolution to confer or vary authority under this section may determine the maximum or minimum price for purchase by—
a
specifying a particular sum, or
b
providing a basis or formula for calculating the amount of the price (but without reference to any person's discretion or opinion).
8
Chapter 3 of Part 3 (resolutions affecting a company's constitution) applies to a resolution under this section.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))