SH03 Return Of Purchase Of Own Shares
SH03 is a Companies House form used to notify Companies House of the purchase of own shares (or Share Buyback) by a private limited company when a company purchases shares in itself from an existing shareholder(s) and the shares purchased are not redeemable shares. It is applicable to "Out of Profits" and "Out of Capital" buybacks. There are specific legal and financial pre-conditions, and sequential procedures that should be followed for the purchase of own shares. To understand these fully please download "Share Buyback Guidance Notes". These Notes provide details of the whole procedure including voting rights. Notifying Companies House applying SH03 is one step in this process.
What needs to be done before applying SH03?
Before applying SH03 the following steps are required to be completed:
Step 1. The board must have proposed the share buyback / purchase of shares - Share Buyback Board Resolution
Step 2. A Contract to Purchase should be prepared and made available to shareholders - Share Buyback Contract to Purchase
Step 3. EITHER Shareholder approval of the Contract to Purchase by general meeting minutes - Share Buyback General Meeting Minutes OR Shareholder approval of the Contract to Purchase by ordinary resolution by written resolution - Share Buyback Written Resolution
An additional sequence of templates is also available for own purchase of shares for Employee Share Schemes (ESS).
When, why and how to apply SH03?
The purchase of own shares / Share Buyback is subject to stamp duty. If stamp duty is to be paid, a company should send a signed electronic version of form SH03 to HM Revenue & Customs Stamp Office and pay the appropriate stamp duty. HMRC will then issue a letter confirming payment of stamp duty, which the company should send to Companies House together with Form SH03 (having added in the HMRC authentication code received from HMRC) within 28 days of the purchase of own shares. See box 4 on Form SH03 and Companies House website (below) for further details. To fail to do so is an offence and any officer of the company in default is liable to a fine if found guilty.
Download the up-to-date SH03 at Notify-a-purchase-of-own-shares (SH03)
Why subscribe to Corporate when carrying out a Purchase of Own Shares / Share Buyback and applying SH03?
The list of templates provides not only guidance and the documents required to complete the process of own purchase of shares (out of profits/new share issue and out of capital) but also a range of other procedures for changing share capital.
Subscription extends to all the documents within Corporate enabling Directors, Company Secretaries, accountants etc. to draft and maintain company and corporate records saving cost and time.
SH03 Return Of Purchase Of Own Shares is part of Corporate . Just £35.00 + VAT provides unlimited downloads from Corporate for 1 year.