Share buy-backs

A share buy-back reverses an issuance: the company repurchases shares from a holder and returns them to authorized-but-unissued. Tenacap runs the whole thing in one place — model the repurchase across one or more sellers, commit it to the ledger, and route the board consent and each seller's agreement for signature, with the signed PDFs tied to the transaction.

The Buy-backs tab (EDITOR+) lists your repurchase batches and starts new ones. The motivating case is a small, friendly founder buy-back — a few departing founders selling their shares back to the company — but the same flow covers most early-stage repurchases.

When to use it

Use a buy-back when the company (not another buyer) is reacquiring issued shares — a founder departure, a repurchase of unvested stock, or a courtesy buy-out. A buy-back reduces outstanding and returns the shares to the authorized-but-unissued pool; your authorized count never changes. To move shares to a different holder instead, use a transfer; the flow here is specifically the company buying its own shares back.

Running a buy-back

From Buy-backs → Run a buy-back, give the batch a name and effective date, then add each seller by picking one of their outstanding lots. For each, set how many shares to buy back (all or a partial amount) and the price per share — the total consideration is computed for you. Multiple sellers can share one batch (and one board consent).

Preview & commit

As you build the batch, the cap-table effect updates live: outstanding before and after, total shares repurchased, total cash consideration, and every holder’s ownership before and after. Nothing is written until you commit. Committing (ADMIN) records the repurchases on the immutable ledger as one atomic batch — either all sellers post or none do — so a four-seller buy-back can leave a single remaining owner at 100%.

Add sellers and watch the cap-table effect before committing.

Board consent & agreements

On the buy-back’s page you can send one shared board consent to your directors and a Stock Repurchase Agreement to each seller — each a tokenized, no-login signing link (see documents & e-signature). Status moves from Not sentOut for signatureSigned, and once signed you can download the sealed PDF (document + completion certificate) right there.

Each buy-back tracks its board consent and per-seller agreements to signed.

What changes on the cap table

Each repurchase is a REPURCHASE_SHARES ledger entry: the seller’s holding drops (to zero for a full buy-back, or the correct remainder for a partial), outstanding and fully-diluted recompute, and the shares return to authorized-but-unissued. The buy-back appears in your change log with the signed documents linked to it.