C1Part 18Acquisition by limited company of its own shares
Chapter 4Purchase of own shares
Authority for off-market purchase
694Authority for off-market purchase
1
A company may only make an off-market purchase of its own shares in pursuance of a contract approved prior to the purchase in accordance with this section.
2
Either—
a
the terms of the contract must be authorised by a special resolution of the company before the contract is entered into, or
b
the contract must provide that no shares may be purchased in pursuance of the contract until its terms have been authorised by a special resolution of the company.
3
The contract may be a contract, entered into by the company and relating to shares in the company, that does not amount to a contract to purchase the shares but under which the company may (subject to any conditions) become entitled or obliged to purchase the shares.
4
The authority conferred by a resolution under this section may be varied, revoked or from time to time renewed by a special resolution of the company.
5
In the case of a public company a resolution conferring, varying or renewing authority must specify a date on which the authority is to expire, which must not be later than F1five years after the date on which the resolution is passed.
6
A resolution conferring, varying, revoking or renewing authority under this section is subject to—
section 695 (exercise of voting rights), and
section 696 (disclosure of details of contract).
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