eBriefs
Share Buyback
1st December 2025
A share buyback is when a company makes a purchase of its own shares from a shareholder.
It is a method for a shareholder wishing to exit the company to realise value built up in the company, and for remaining shareholders to benefit from an increase in value of the company.
Reasons for a company to conduct a share buyback
- Return surplus cash to shareholders
If the company has a surplus of cash sitting on its Balance Sheet as distributable profits, say for example, through accumulated, realised profits or profits made from the sale of a company asset, the company may decide to return this surplus cash to shareholders.
- Simplify the ownership structure
This may be more relevant where companies have several shareholders and the decision-making process is hindered by shareholder disputes, or conversely, there are shareholders who do not participate in the management of the company and so, the company wishes to stream-line or improve the decision-making process by reducing shareholder numbers.
Reducing the number of shareholders will also mean that the company can improve its share value (as there are less shares participating in its profits and so, this increases profitability) and reduce the cost of capital (due also to the lesser number of shares in issue), which benefits will inevitably accrue to the remaining shareholders.
- Provide an exit strategy to shareholders
There may be a situation where a shareholder has developed a company over the years and is now wishing to exit either for purposes of succession planning at retirement or to realise the value that has built up.
In all of these situations, a share buyback, properly planned and executed, may be a tax-efficient method of achieving this.
Preparing for a share buyback
It is important to check the company’s articles of association for any restrictions or prohibitions on effecting a share buyback. The company must also ensure that after the buyback, it would not be in a position where there remains only redeemable shares (a separate class of share which are to be redeemed or are liable to be redeemed at the option of the company and likely to be exchanged for cash), or shares held in treasury (the company’s own issued shares that it holds pursuant to a share buyback).
The legal requirements for a valid share buyback
- the shares must be paid for on purchase (but see below at A); and
- it must be financed out of the company's distributable profits (but see below at B for the exception to this rule)
Once effected, the shares bought back will either be held in treasury or cancelled.
A. Share to be paid for on purchase
It is imperative that a full cash payment is made on purchase. If however, a company does not have sufficient distributable reserves to make payment at purchase which can arise when a company is carrying out a share buyback to enable a shareholder to retire, the buyback can be structured in one of two different ways (as a multiple completion method, or under a holding company structure). Whatever the method adopted, careful planning is required to comply with the legal and tax requirements.
B. Financing a share buyback
The rule is that the company must use its distributable profits.
Distributable profits are the company’s accumulated, realised profits, not previously distributed or capitalised, less its accumulated, realised losses, not previously written off in a reduction or reorganisation of capital.
As an exception to the above rule, a company is permitted to purchase its own shares from capital, subject to a limit of £15,000 or 5% of the nominal value of the company’s paid up share capital. This is known as the de minimis limit.
Why it matters to get it right
The efficacy of a share buyback is in the tax-efficiency of it.
Other than when returning capital to its members, a payment by a company to its members, whether as a capital or other dividend, or a payment out of its assets in respect of the shares is considered to be a “distribution” by the company.
A “distribution” in the hands of the individual member can be subject to Income Tax. whereas a share buyback when conducted in accordance with the rules, will be taxed under the Capital Gains Tax (CGT) rules.
Currently, Income tax rates are:
| Tax Band | Taxable income | Tax rate |
|---|---|---|
| Basic rate | £12,571 to £50,270 | 20% |
| Higher rate | £50,271 to £125,140 | 40% |
| Additional rate | over £125,140 | 45% |
The dividend tax rates are:
| Tax band | Tax rate on dividends over the allowance |
|---|---|
| Basic rate | 8.75% |
| Higher rate | 33.75% |
| Additional rate | 39.35% |
The CGT rate, on the other hand, currently stands at 24% on gains made on the sale of shares.
Business Asset Disposal Relief (BADR) will further reduce the CGT charge, if the qualifying conditions are met. BADR currently stands at 14%, increasing to 18% from 6 April 2026.
Depending, of course, on the tax band an individual falls under, the income or dividends tax rates are considerably higher for those at the Higher rate tax band and upwards.
Where a share buyback does not meet the rules, the amount of consideration that exceeds the amount to which Income Tax was applied will still be chargeable to CGT, therein lying the importance of getting a share buyback right.
Stamp Duty is payable by the company on a share buyback.
The tax requirements for a valid share buyback
1. The Trade Test and the Trade Benefit Test
The company must be an unquoted trading company. This effectively applies to all private companies that carry on a trade. A trade is any ‘venture in the nature of trade’.
The company must also meet either of the following requirements, viz.,
- The purchase must be made wholly or mainly for the purpose of benefiting the company’s trade and not to facilitate the shareholder participating in the profits of the company instead of receiving a dividend, or to avoid tax, or
- the whole or a substantial part of the payment (apart from any sum applied in paying capital gains tax charged on the purchase) must be applied by the shareholder in discharging his liability for inheritance tax charged on a death and is applied in that way within two years after the death.
2. The Residence Test
The seller must be resident in the United Kingdom
3. The Ownership Test
The shares must have been owned by the seller throughout the 5 years ending with the date of the purchase. In determining the period of ownership, the period in which the shares were held by a seller's spouse or civil partner with whom the seller was then living, that person’s period of ownership is attributed to the seller.
4. The Substantial Reduction Test
Immediately after the purchase, the combined interest of the seller together with those of any associate of the seller must be substantially reduced so that it is no more than 75% of the seller's prior interest. Where shares are those of a group, the substantial reduction will apply in terms of the entire group.
5. The Connection Test
Immediately after the purchase, the seller must not be connected with the company making the purchase, or any other company which is a member of the same group.
The criteria for determining whether a person is connected to the company are:
- the person directly or indirectly possessing, or being entitled to acquire more than 30% of the issued ordinary share capital,
- the loan capital and the issued share capital, or
- the voting power in the company.
An indirect right exists through that person’s associates (such as a spouse, civil partner or relative etc).
When conducting a share buyback, it is recommended that advance clearance is sought from HMRC so that it can be treated as a share buyback to which the CGT rules will apply.
We can assist with designing and structuring the share buyback in compliance with the requirements and assist with obtaining advance clearance from HMRC.
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