Consider this if…
- One shareholder is exiting and the company will buy the shares
- The buy-back is not offered to all shareholders on the same terms
- A founder departure is being negotiated
- The company needs to compare a buy-back with a transfer to other shareholders
How it works
Tell us what you need to change
We identify the company, the people involved, the intended result and any deadline or transaction driving the work.
At the first conversation
We check the existing record
We review the available company extract, constitution, registers, resolutions and agreements relevant to the proposed step.
Before documents are prepared
We prepare the legal documents
The required resolutions, notices, consents, agreements and records are prepared as one consistent set.
Timing confirmed with the scope
Signing, records and lodgement
We explain what must be signed, update the company record and deal with the required lodgement within the agreed scope.
After approval and signing
Fee
Quoted in writing before we start
GST inclusive
The scope, fee and expected timing are confirmed in writing before work begins.
Compare the exit routes
A departing shareholder's shares might be transferred to another owner or bought back by the company. Those routes have different legal, funding, tax and ownership consequences. The transaction should be selected before documents are drafted.
Selective treatment requires careful process
Because the offer is not made equally to all shareholders, specific approval and disclosure rules may apply. The constitution, shareholder agreement and rights of the affected holders also need review.
Complete both the transaction and the record
The buy-back agreement, member materials, resolutions, lodgements, payment and register updates need to align. Accounting and tax advice should be coordinated before the final terms are approved.
Frequently asked questions
Why use a buy-back instead of a share transfer?
A buy-back changes the company's issued capital, while a transfer moves shares to another owner. The best route depends on funding, ownership objectives, documents and tax advice.
Can the departing shareholder vote?
Voting and approval rules for a selective buy-back are specific and must be checked against the current law and transaction structure before materials are issued.
Does the company need to be solvent?
The transaction must satisfy the applicable capital-maintenance and solvency requirements. Financial information and accounting advice may be needed before the board proceeds.
Related services
Tell us the company name, what needs to happen and any deadline you are working to.
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