Company services
Selective share buy-back.
A selective buy-back lets the company purchase shares from one shareholder rather than all of them proportionally. It is the standard way to fund an exit without the remaining shareholders finding the money personally, and it has strict statutory requirements.
Lawyer prepared
Documents prepared and reviewed by a Victorian commercial lawyer.
Fast turnaround
Most registrations and deeds turned around same day or next business day.
Fixed fee, quoted first
Fixed fee quoted before we start, ASIC fees itemised separately.
Compliant documents
Corporations Act 2001 and ASIC compliant documentation.
What a selective buy-back requires.
The Corporations Act requires a special resolution of members with the selling shareholder's votes disregarded, or a unanimous resolution of all members. The company must not materially prejudice its ability to pay its creditors, and directors must consider solvency carefully.
We prepare the buy-back agreement, notice of meeting and explanatory statement, the resolutions, the ASIC lodgements before and after, and the register and cancellation records.
Buy-backs have real tax consequences for the seller. Part of the price is usually a deemed dividend. Have the accountant model it before you sign.
Why it pays to have this done properly.
The company funds the exit
Remaining shareholders keep their capital and increase their proportional holding without buying the shares personally.
Solvency documented
Directors' solvency considerations are recorded properly, which matters if the company later strikes trouble.
Lodgements handled to time
ASIC documents must be lodged before the meeting and after completion. We diarise and lodge both.
Is this you?.
- One shareholder wants out and the others do not want to fund it
- A falling-out needs to be resolved by removing a holding
- An estate wants to realise a deceased shareholder's shares
- You need to simplify the register before a sale or raise
If any of these sound familiar, a short conversation will tell you whether this is the right document, and what it costs, before you commit.
How it works.
- 01
Tell us what you need
Start online or call us. We take short instructions, names, roles, structure and timing, and confirm this is the right document for what you are actually trying to achieve.
- 02
We check the detail
We confirm eligibility, consents, existing documents and any tax or duty consequence before drafting, so nothing is discovered after lodgement.
- 03
We prepare and lodge
We draft the buy-back agreement, member resolutions and ASIC lodgements, send it for signing with clear instructions on who signs what and when, and attend to any ASIC, State Revenue Office or ATO lodgement.
- 04
You get a complete file
You receive executed documents, registers and confirmations in a single organised pack, plus a short note on what to keep and what happens next.
Fees.
Fixed fee for a standard selective buy-back including documents and lodgements. Valuation and tax advice are provided by your accountant, or we can refer you.
FAQs
Frequently asked questions.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
Does every shareholder have to agree?
Is there a limit on how many shares can be bought back?
How is the seller taxed?
Related services.
Ready to get started with share buy back (selective)?.
Start online or book a consultation with a CMK Legal commercial lawyer in Richmond, Melbourne.