Free Share Repurchase Agreement Template
Download this legally structured template to formalize the repurchase of shares between a company and its shareholder. Suitable for startups, private corporations, and regulated entities.
A Legally Binding Template for Company Share Buybacks
A Share Repurchase Agreement is a legal contract used when a company buys back its own shares from existing shareholders. This transaction reduces the number of outstanding shares and may be done for reasons such as returning capital, managing dilution, or restructuring ownership.
The agreement clearly outlines the terms of the repurchase — including share quantity, price, payment terms, and any representations or warranties from the shareholder. It's a critical document for private corporations, startups, or any company managing equity changes.
This template is fully customizable and designed to meet both general corporate law requirements and regulatory conditions, such as compliance with SEC Rule 10b-18 or jurisdictional laws in South Africa, Canada, and beyond.
What Is a Share Repurchase Agreement?
A Share Repurchase Agreement is a formal document that sets out the terms under which a company buys back its own issued shares from one or more shareholders. It is legally binding and typically includes the number of shares, repurchase price, closing date, and necessary declarations by both parties. This type of agreement is often used in equity restructuring, employee exit events, or as part of investor return strategies.
When Should a Repurchase Agreement Be Used?
These agreements are essential when repurchasing shares from founders, employees, or early investors. Repurchases must comply with corporate bylaws, and in some jurisdictions, must also adhere to securities regulations such as the U.S. SEC’s Rule 10b-18, which governs safe harbor procedures for buybacks.
What Should Be Included?
An effective share repurchase agreement should contain: the name and number of shares being repurchased, consideration/payment terms, mutual representations, termination clauses, and applicable governing law. Optional sections might include warranties, waiver of future claims, and board authorization.
Protects Both Parties in Equity Reclaim Transactions
A share repurchase changes the ownership and capital structure of a company. Without a written agreement, the process could lead to disputes or legal challenges. This document ensures that the transaction is clearly understood, legally executed, and compliant with applicable laws — protecting the interests of both the company and the shareholder.
Fully Editable Share Repurchase Agreement with Legal Safeguards
- Fields for share quantity, class, repurchase price, and payment method
- Clauses for representations, warranties, and authority of both parties
- Optional termination and waiver provisions for added protection
- Governing law and dispute resolution clauses for enforceability
- Signature section for shareholder and authorized company representative
Built for Founders, CFOs, and Corporate Legal Teams
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Download Your Free Share Repurchase Agreement Template
Use this legally vetted template to execute a compliant share buyback between your company and one or more shareholders. Whether you're reducing dilution or finalizing a founder exit, this document gives you the structure and clarity you need.