# Buyback of Shares: Time Limits, Forms & Procedure
## 1. Important Time Limits in Buyback
| Time Limit | Requirement |
|---|---|
| 1 year | Buyback shall be completed within 1 year from the date of Board Resolution (BR) or Special Resolution (SR). |
| 7 days | Shares bought back shall be physically destroyed/extinguished within 7 days of completion of buyback. |
| 1 year | No fresh buyback shall be made within 1 year from the closure of the preceding buyback. |
| 6 months | No fresh issue of same kind of shares within 6 months from closure of buyback, except for: ESOPs, sweat equity shares (SES), conversion of warrants/preference shares/debentures, bonus issue, or rights issue. |
## 2. Forms Related to Buyback
| Form | Particulars |
|---|---|
| SH-8 | Letter of offer — company to file with ROC. |
| SH-9 | Declaration of solvency — signed by Board, filed with ROC. |
| SH-10 | Register of buyback — maintained by company; authenticated by authorised person. |
| SH-11 | Return of buyback — filed within 30 days of completion with ROC (and SEBI, if listed). |
| SH-15 | Certificate of compliance with the Act, signed by 2 directors (one MD) — filed along with SH-11. |
## 3. Procedural Timeline for Buyback
```
Letter of Offer --> Dispatch to SH --> Offer Open --> Close --> Verification --> Payment
(SH-8 to ROC) (within 15 days (Min 15 days, (within 7 days) (within 7 days)
of filing SH-8) Max 30 days)
```
### Key Points in Procedure:
- Letter of Offer (SH-8) is filed with ROC before dispatch.
- Dispatch to shareholders within 15 days of filing SH-8.
- Offer period: Minimum 15 days, Maximum 30 days.
- If all members agree, the offer period of 15 days is not required.
- In case of oversubscription, allotment shall be made on a proportionate basis.
- Verification of offers: within 15 days of closure.
- Payment: within 7 days of verification.