SH-9 (declaration of solvency for a buy-back)
The declaration of solvency a company files before making a buy-back, with the letter of offer, verified by affidavit.
Before making the buy-back
Counted from filing the letter of offer, which happens before the buy-back is made
- MCA
- MCA event filings
- SH-9
- 2026-09-01
SH-9 has no day count. It is filed before making the buy-back, along with the letter of offer, so the trigger is the point in the sequence rather than a date. A listed company files it with the Registrar and with the Securities and Exchange Board. It is signed by at least two directors, one of whom is the managing director if there is one, and verified by affidavit.
Deadlines counted from an event
Before making the buy-back, filed along with the letter of offer, under section 68(6) and rule 17(3) of the Share Capital and Debentures Rules. No independent day count: the rule fixes the point in the sequence, not a number of days.
The rule
Before making the buy-back, filed along with the letter of offer, under section 68(6) and rule 17(3) of the Share Capital and Debentures Rules. No independent day count: the rule fixes the point in the sequence, not a number of days.
Who must comply
- Every company proposing a buy-back under a special resolution passed under section 68(2)(b), or under a Board resolution passed under item (ii) of the proviso to that clause
- A listed company, which rule 17(3) requires to file with the Registrar and with the Securities and Exchange Board
- The proviso to section 68(6) exempts a company whose shares are not listed on any recognised stock exchange from filing the declaration with the Securities and Exchange Board
Statutory basis
Before you file
- Pass the special resolution under section 68(2)(b), or the Board resolution under item (ii) of the proviso to it.
- Have the Board make a full inquiry into the affairs of the company.
- Have the Board form the opinion that the company can meet its liabilities and will not be rendered insolvent within one year of the date of the declaration.
- Get the declaration signed by at least two directors, one of whom is the managing director if there is one.
- Get the affidavit verifying the declaration.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form SH-9.
- Enter the particulars of the proposed buy-back.
- Attach the declaration of solvency signed by two directors.
- Attach the affidavit verifying the declaration.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form before making the buy-back, along with the letter of offer.
- File the same declaration 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.
- The declaration is the Board's own statement that the company will not be rendered insolvent within a year of it, so a false declaration is evidence against the directors rather than a procedural lapse
- For a listed company section 68(2)(f) also requires the buy-back to follow the SEBI regulations, so a defective declaration can put the whole issue in default on two sides at once
Common questions
When exactly is SH-9 filed?
Before making the buy-back, together with the letter of offer. Rule 17(3) ties it to the letter of offer rather than to a number of days, so there is no window to count.
Does a listed company file it with SEBI as well?
Yes. Rule 17(3) says a listed company files with the Registrar and the Securities and Exchange Board. The proviso to section 68(6) exempts only an unlisted company from the SEBI filing.
How long does the solvency opinion have to hold?
One year. Section 68(6) requires the Board's opinion that the company will not be rendered insolvent within a year from the date the declaration was adopted.