Company · Money in
We want to buy back shares — what's the process?
The short answer
A buyback under Section 68 starts with board or shareholder approval, then SH-9 (declaration of solvency) before the offer opens. After completion, file SH-8 within 30 days and maintain the SH-10 register. Statutory caps apply: up to 25% of paid-up capital plus free reserves, a 10% board-only route, and debt-equity must stay at 2:1 post buyback. If share capital is reduced, SH-11 follows the NCLT order.
What gets filed with MCA
Within 30 days of the completion of the buyback.
Section 68, Companies Act 2013; Rule 17(13), Companies (Share Capital and Debentures) Rules 2014
Filed before commencement of the buyback offer.
Section 68(6), Companies Act 2013; Rule 17(1)(d)
Within 30 days of NCLT order.
Section 66, Companies Act 2013
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Register of shares bought back
Rule 17(12), Companies (Share Capital and Debentures) Rules, 2014
The sequence
- 1Pass a board or shareholder resolution approving the buyback within Section 68 limits
- 2File SH-9 — declaration of solvency — before commencing the buyback offer
- 3File MGT-14 within 30 days of passing the buyback resolution
- 4Complete the buyback, maintain the SH-10 register, and file SH-8 within 30 days of completion
- 5If share capital is reduced, file SH-11 within 30 days of the NCLT order
Do it with us — or check it yourself first
Questions founders actually ask
What are the limits on a share buyback?
Under Section 68, a company can buy back up to 25% of its total paid-up capital and free reserves. Up to 10% can be done by board resolution alone. Post buyback, the company's debt-equity ratio must not exceed 2:1.
When is SH-9 filed?
SH-9 — the declaration of solvency for a share buyback — must be filed before commencement of the buyback offer under Section 68(6) and Rule 17(1)(d) of the Companies (Share Capital and Debentures) Rules 2014.
What is filed after the buyback is complete?
SH-8 — the buyback return — is due within 30 days of completion under Section 68 and Rule 17(13). The company must also maintain a register of shares bought back in Form SH-10 under Rule 17(12).
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.