To undertake a stock buyback, a company typically announces a “repurchase authorization,” which details the size of the repurchase, either in terms of the number of shares it might buy, a percentage of its stock or, most typically, a dollar amount.
Share buybacks are completely voluntary. If shareholders choose not to sell during the buyback period, they will hold proportionately more shares after the transaction has closed since they still own the same number of shares, but the number of issued and outstanding shares have decreased.
Income or gains from buybacks are tax-exempt in the hands of shareholders under section 10(34A) of the Income Tax Act, 1961, to prevent double taxation. Shareholders should be aware of the considerations under Section 14A.
The buyback contract must be approved by a resolution of the shareholders. An ordinary resolution will normally suffice, unless the articles require a higher majority, and the company may implement the share buyback at any time after the shareholder resolution approving the buyback contract is passed.
Buyback of shares can be done either through the open market or through tender offer route. Under the open market mechanism, the company can buy back its shares from the secondary marker.
There are two ways that companies conduct a buyback: A tender offer or through the open market: Tender Offer: Corporate shareholders receive a tender offer that requests them to submit, or tender, a portion or all of their shares within a certain time frame.
If the shareholder is either an employee or a director at the time of the company share buyback and has held the shares for at least 5 years the profit the shareholder makes is taxed as capital at the rate of 10% CGT rising to 14% from 6 April 2025.
Open-market offer: The company can buy back its shares by actively buying from sellers on the exchange. The buyback period is mentioned in the buyback offer, and it can last for months. The amount is credited to the shareholders trading account. The buyback period can be checked by visiting the SEBI (WEB) website.