Taxability in the hands of Shareholder in case of buyback of shares by Companies
By: Ayushi Raja
(The author is an Articled Assistant at SSRPN & CO. She can be approached at cassrpn@gmail.com)
In the previous article I had explained the basic introduction regarding Buyback of shares by Companies. The link for the same has been provided hereby:
https://thetaxtalk.com/2022/03/26/buyback-of-share-by/
Now, we shall be discussing the taxability in the hands of shareholders in case of buyback of shares by buyback.
Taxability on buyback of shares is divided on the basis of the listing of the company i.e.
a) Buyback by Listed Companies
b) Buyback by Unlisted Companies
a) Buyback by Listed Companies
Taxability in hands of companies – Buyback of shares by listed companies is not taxable in the hands of the companies.
Taxability in the hands of shareholders – It depends on the manner of buyback offered by company. Broadly the buyback is classified into two categories:-
a) Buyback directly from shareholders: Gain arising to the shareholder shall be taxable in their hands as: –
Short-term capital gain (If the holding period is less than 12 months) – It shall be taxable as per Section 48 of the Income Tax Act, at the applicable slab rate of the shareholder. If the individual is having 5% tax bracket then the gain would be taxed at the rate of 5% or if the tax bracket is 20% or 30% then the applicable tax rate would be 20% or 30%. No benefit of the flat tax rate of 15% is available under Section 111A as this transaction is not chargeable to securities transaction tax (STT).
Long-term capital gain (if the holding period is more than 12 months) – It shall be taxable under Section 112 of Income Tax Act, at the rate, lower of the following:-
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20% of capital gain after indexation
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10% of capital gain without indexation
No benefit of exemption of capital gain upto Rs 1,00,000 and thereafter flat tax rate of 10% on the capital gain exceeding Rs 1,00,000, is available under Section 112A as this transaction is not chargeable to securities transaction tax (STT).
b) Buyback via Recognised Stock Exchange: Gain arising to the shareholder shall be taxable in their hands as: –
Short-term capital gain (If the holding period is less than 12 months) – Capital gain is taxable at a flat rate of 15% under Section 111A as this transaction is chargeable to securities transaction tax (STT).
Long-term capital gain (if the holding period is more than 12 months) – Capital gain exceeding Rs 1,00,000 shall be chargeable to tax at a flat rate of 10% under Section 112A as this transaction is chargeable to securities transaction tax (STT). However, this benefit is only available when the acquisition of shares was also chargeable to STT otherwise it shall be taxed as buyback was made directly from the shareholder.
b) Buyback by Unlisted Companies
Taxability in hands of companies – Buyback of shares by unlisted companies is taxable under Section 115QA of the Income Tax Act at a flat rate of 20% on the ‘distributed income’. Distributed income means the consideration paid by the company on buyback of shares as reduced by the amount which was received by the company for the issuance of such shares.
Other Points:
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This is an additional tax which will be over and above the tax chargeable in respect of total income of the unlisted company notwithstanding that no income tax is payable by the company under the provision of Income Tax Act
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The tax on distributed income shall be treated as the final payment of tax and no further credit shall be claimed by the company or by any other person in respect of the amount of tax so paid.
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No deduction under any other provision of Income Tax shall be allowed to the company or shareholder in respect of the income which has been charged to tax under Section 115QA.
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Rule 40BBof Income Tax Rules 1962 laid down the complete procedure for calculation of Distributed Income in various cases.
