Buy Back of Shares
Buy back shares of your company from existing shareholders — board resolution (for small buybacks) or shareholder special resolution, SH-9 declaration of solvency, tender offer and SH-11 return filing with MCA.
Buy back shares of your company
Share the buyback size and method. We handle the solvency declaration, tender offer and SH-11 filing.
Talk to a CS →A complete buy back of shares package
Buyback Method & Limits Check
Verification of the 10% (board) or 25% (shareholder) buyback limit and identification of the buyback method.
Declaration of Solvency (SH-9)
Solvency declaration in Form SH-9 signed by two directors (including MD if any) — filed with ROC before buyback opens.
Board or Special Resolution
Board resolution for buybacks up to 10% of paid-up capital and free reserves — special resolution for higher amounts.
Tender Offer / Open Market
Public announcement, letter of offer (for tender offer) or broker arrangement (for open market buyback).
Escrow Account
Escrow account opened with a scheduled bank — 25% of buyback consideration deposited before opening.
SH-11 Return Filing
Return of Buyback (Form SH-11) filed with ROC within 30 days of completion of buyback.
What is needed for buy back of shares
10% Limit — Board Resolution
Buyback up to 10% of total paid-up equity capital and free reserves in a financial year — board resolution only.
25% Limit — Special Resolution
Buyback above 10% and up to 25% of paid-up capital and free reserves — shareholder special resolution required.
Debt-Equity Ratio After Buyback
Post-buyback, the company's debt cannot exceed twice its paid-up capital and free reserves.
SH-9 Before Opening Buyback
Declaration of solvency (SH-9) must be filed with ROC before the buyback offer opens.
Buyback Completed in 1 Year
Buyback must be completed within 1 year of passing the special resolution — cannot remain open indefinitely.
No Buyback for 1 Year After Closure
After completing a buyback, the company cannot issue the same class of shares for 6 months (private co) or announce a fresh buyback within 1 year.
Buyback funds must come only from free reserves, securities premium or proceeds of fresh issue — not borrowed funds. Using borrowed money for a buyback is a serious violation. We verify the source of funds and the post-buyback debt-equity ratio before the resolution is passed.
Common issues with buy back of shares
Simple steps, no surprises
Limits and source of funds verified
Buyback size checked against 10%/25% limits, debt-equity ratio confirmed, source of funds verified.
Resolution and SH-9 filed
Board or special resolution passed — SH-9 solvency declaration filed with ROC before buyback opens.
Buyback offer executed
Tender offer opened with escrow, shares purchased from shareholders and consideration paid.
SH-11 filed and shares extinguished
Return of Buyback (SH-11) filed within 30 days — bought back shares extinguished, capital reduced.
Other services you may need
Frequently asked questions
A share buyback (repurchase) is a process by which a company buys back its own shares from existing shareholders — reducing the number of shares outstanding and returning capital to shareholders. It is governed by Section 68 of the Companies Act 2013.
A company can buy back up to 10% of its paid-up equity capital and free reserves in a financial year through a board resolution. For buybacks above 10% and up to 25%, a special resolution of shareholders is required.
Form SH-9 is the Declaration of Solvency filed by two directors of the company with the ROC before the buyback offer opens. It declares that the company is solvent and capable of meeting its debts after the buyback — this is a mandatory pre-condition.
No. A buyback can only be funded from free reserves, securities premium account or proceeds of a fresh issue of shares — not from borrowed funds. Using borrowed money for a buyback is a specific violation of Section 68.
Form SH-11 is the Return of Buyback filed with the ROC within 30 days of the completion of the buyback. It includes details of all shares bought back, the consideration paid and confirmation that the bought-back shares have been extinguished.
Ready to buy back shares of your company?
We verify limits, file SH-9, manage the tender offer and file SH-11 — fully Section 68 compliant.