SH-11 (return in respect of a buy-back)
The return a company files after completing a buy-back, with the two directors' declaration of compliance annexed to it.
Completion of the buy-back
Counted from completion of the buy-back
- MCA
- MCA event filings
- SH-11
- 2026-09-01
SH-11 is due within 30 days of the completion of the buy-back. A listed company files it with the Registrar and with the Securities and Exchange Board. The return carries a declaration signed by two directors, one of whom is the managing director if there is one, certifying that the buy-back complied with the Act and the rules.
Deadlines counted from an event
Within 30 days of the completion of the buy-back, under section 68(10), filed in Form SH-11 under rule 17(13) of the Share Capital and Debentures Rules, with the declaration that rule 17(14) requires.
The rule
Within 30 days of the completion of the buy-back, under section 68(10), filed in Form SH-11 under rule 17(13) of the Share Capital and Debentures Rules, with the declaration that rule 17(14) requires.
Who must comply
- Every company that has completed a buy-back under section 68
- A listed company, which rule 17(13) requires to file with the Registrar and with the Securities and Exchange Board of India
- The proviso to section 68(10) exempts a company whose shares are not listed on any recognised stock exchange from filing the return with the Securities and Exchange Board
Statutory basis
Before you file
- Complete the buy-back and record the date of completion. This date starts the 30-day window.
- Extinguish and physically destroy the securities bought back within seven days of the last date of completion.
- Maintain the register of securities bought back in Form SH-10.
- Get the declaration of compliance signed by two directors, one of whom is the managing director if there is one.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form SH-11.
- Enter the particulars of the securities bought back and the consideration paid.
- Enter the date of completion of the buy-back.
- Attach the declaration of compliance signed by two directors.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form within 30 days of completion.
- File the same return with the Securities and Exchange Board if the company is listed.
If you miss it
Section 68(11) sets a fine of not less than ₹1 lakh and up to ₹3 lakh on the company for any default under section 68, and the same range on every officer in default. The imprisonment limb that used to reach the officer was omitted by the Companies (Amendment) Act, 2020 with effect from 21 December 2020.
- Section 68(8) bars a further issue of the same kind of securities for six months after the buy-back completes, other than a bonus issue or a discharge of subsisting obligations such as conversion of warrants, stock options, sweat equity, preference shares or debentures
- Section 68(9) and rule 17(12) require a register of the securities bought back, the consideration paid, and the dates of cancellation and of destruction, kept at the registered office
Common questions
Does the SH-11 declaration still need a Form SH-15 certificate?
No. Rule 17(14) used to require a certificate in Form SH-15 annexed to the return. It was substituted on 21 January 2023 with a declaration signed by two directors, and SH-15 was omitted.
Does a listed company file with SEBI too?
Yes. Rule 17(13) says a listed company files the return with the Registrar and with SEBI. Only an unlisted company is exempt from the SEBI filing under the proviso to section 68(10).