Form CR37 - Return of Purchase of Own Shares

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Document Overview

Form CR37 - Return of Purchase of Own Shares is the statutory form prescribed under Section 464 of the Companies Act, 2015 (Kenya).

It is filed when a company purchases its own shares, whether:
1. For cancellation, or
2. To hold as treasury shares (shares the company can re-issue later).

The form notifies the Registrar of Companies of the transaction and updates the company’s official records

Purpose:
1. To record and notify the Registrar whenever a company buys back its own shares.
2. To clarify whether the purchased shares are:
- Cancelled (reducing issued share capital), or
- Transferred into treasury (can be resold, reissued, or used in employee share schemes).
3. To provide a post-transaction statement of capital showing the company’s updated shareholding structure

Key Components:
1. Company name & number.
2. Shares purchased for cancellation –
- Class of shares.
- Number of shares.
- Nominal value of each share.
- Date delivered to the company.
- Maximum and minimum prices paid.
- Total aggregate amount paid.
3. Shares purchased into treasury –
- Same particulars as above but indicating treasury holding instead of cancellation.
4. Statement of Capital (post-transaction) –
- Class of shares.
- Nominal value per share.
- Number of shares issued.
- Aggregate nominal value.
- Amounts paid/unpaid on shares.
5. Rights attached to each class of shares – details of dividend, voting, redemption, or conversion rights.
6. Lodger’s details – name, address, capacity, signature, date

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Form CR37 - Return of Purchase of Own Shares

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