Form SH-8: Complete Guide to Letter of Offer for Buy-Back of Securities
Form SH-8 is the web form filed with the Registrar of Companies to submit the letter of offer for a buy-back of shares or other specified securities. It is governed by Section 68 of the Companies Act, 2013 read with Rule 17(2) of the Companies (Share Capital and Debentures) Rules, 2014.
Who Should File SH-8 / When is it Filed
A company authorised by a special resolution to buy back its shares or securities must file the letter of offer in Form SH-8 with the Registrar of Companies before undertaking the buy-back.
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
- 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
- No other SH-8 should be pending payment or approval against the same CIN
- For every SH-8 filed, a corresponding SH-11 must later be filed quoting the SH-8’s SRN — if this link is missing, further SH-8 filings by the company will be restricted
- For resubmission: application (with linked forms, if any) must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. SH-8 (Letter of offer)”
- Enter/search/select CIN
- Fill up the application
- 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 whose DIN/PAN/Membership number is associated with the CIN under the selected designation as on the date of filing
Fee Structure
Normal Fee — Companies with Share Capital
| 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 |
No additional/delay fee is prescribed for SH-8.
Processing Mode
Form SH-8 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the relationship between SH-8 and SH-11? SH-8 is the letter of offer filed before the buy-back; SH-11 is the return of buy-back filed after completion, and it must quote the SRN of the corresponding SH-8.
Q2. What happens if SH-11 is never filed after SH-8? Any subsequent SH-8 filing by the company is restricted until the missing SH-11 (quoting the earlier SH-8’s SRN) is filed.
Q3. Is SH-8 processed automatically? No, it is always processed in Non-STP mode with manual review.
Q4. Is there a delay fee for late filing of SH-8? No — the Instruction Kit does not prescribe an additional/delay fee for this form.
Q5. Can more than one SH-8 be pending at the same time for a company? No — no other SH-8 should be pending payment or approval against the same CIN.
Disclaimer
This article is based on the official Instruction Kit for Form SH-8 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.