Form SH-11: Complete Guide to Return in Respect of Buy-Back of Securities
Form SH-11 is the web form filed with the Registrar of Companies to submit the return of buy-back of shares or securities after a company completes its buy-back. It is governed by Section 68(10) of the Companies Act, 2013 read with Rule 17(13) of the Companies (Share Capital and Debentures) Rules, 2014.
Listed companies: The return must be filed with both the Registrar and the Securities and Exchange Board of India (SEBI).
Who Should File SH-11 / When is it Filed
A company that has completed a buy-back of its shares or securities must file the return in Form SH-11, containing particulars of the buy-back, within 30 days of its completion.
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal, and the company must have a valid CIN
- Business user must be associated with, or authorised by, the company to e-file on its behalf
- Signatories must have an approved DIN, associated with the CIN under the selected designation as on the date of filing
- DSC must be valid, non-expired, non-revoked, and registered against the DIN/PAN/Membership number provided
- Signatory’s DIN must not be flagged for disqualification
- The membership/certificate of practice number of the certifying professional must be valid
- The SRN of the corresponding SH-8 (letter of offer) must be quoted — filing of any subsequent SH-8 is restricted if this link is missing
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. SH-11 (Return in respect of buy-back of securities)”
- Enter/search/select CIN
- Fill up the application, quoting the SRN of the linked SH-8
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN associated with the CIN under the selected designation
- Certification by a practicing CA/CS/CMA is required, with a valid membership/certificate of practice number
Fee Structure
Normal Fee
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Additional (Delay) Fee
Event date: date of completion of buy-back; time limit for filing: 30 days.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form SH-11 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the time limit for filing SH-11? Within 30 days of completion of the buy-back.
Q2. Must a listed company file SH-11 with SEBI as well? Yes — listed companies must file the return with both the Registrar and SEBI.
Q3. Is the SH-8 SRN mandatory in SH-11? Yes, and if it’s missing, further SH-8 filings by the company are restricted until the link is established.
Q4. Is SH-11 processed automatically? No, it is always processed in Non-STP mode with manual review.
Q5. Is professional certification required for SH-11? Yes, a practicing CA, CS, or CMA must certify the webform with a valid membership/certificate of practice number.
Disclaimer
This article is based on the official Instruction Kit for Form SH-11 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.