Are you planning to sell your unlisted shares within 24 months or a holding period of more than that? In both cases, you should be aware of the types of taxation of capital gain on unlisted shares.
Unlike the listed ones, the taxation of unlisted shares follows a completely different process. The Securities Transactions tax (STT) levied on listed shares does not apply to unlisted shares.
Capital gain on unlisted shares is mainly divided into two types based on the investment period:
- Short Term
- Long Term.
An investment period of fewer than two years or 24 months is categorized as a short-term gain whereas an investment of more than two years is called a long-term gain or a long-term investment.
Unlisted Share Taxation is carried out based on whether it’s a short-term or a long-term investment.
So, how are unlisted shares taxed?
And is the taxation different if the company gets listed later on NSE or BSE?
Let’s dig deep into it.
What is the Capital Gain on Unlisted Shares [Definitive Guide]
A). Taxation on unlisted shares sold before the IPO stage:
Only listed stocks are registered on the National Stock Exchange or the Bombay Stock Exchange. Unlisted stocks are not reported and hence follow different sets of rules and regulations for operations.
Understanding the taxation rules for unlisted shares will help you predefine your costs and optimize your profits if you have bought unlisted shares or have sold them.
Short-term capital gain tax on unlisted shares
When you sell the unlisted shares in two years or less, the income from capital gain is called a short-term capital gain on unlisted shares and the tax levied on this investment is called a short-term capital gain tax. This income is taxed based on the slab rate. A slab rate is a rate defined as per the income of the person.
Long-term capital gain tax on unlisted shares
When you sell the unlisted shares after 24 months/ two years then the gain from that investment is called a long-term capital gain on unlisted shares and the tax levied on this investment is called a long-term capital gain tax on unlisted shares. This income is taxed not based on slab rate but at a 20% rate with the indexation benefit.
During the computation of capital gain on unlisted shares classified as long-term, indexation benefits are available on the cost of acquisition and the cost of the improvement. Long-term capital gains are also impacted by inflation. It’s because the capital gain is held for a more extended period as compared to a short-term capital gain on unlisted shares.
B) Unlisted Shares Taxation sold after the IPO stage
At this stage, the taxation will be the same as the listed shares. Short-term gains will be taxed at a rate of 15% while long-term gains will be taxed at the rate of 10% after the standard threshold is completed.
Unlisted shares that reach the IPO stage cannot be sold instantly but need to complete a lock-in period of six months.
C) Taxation of Unlisted ESOP shares:
Before understanding the taxation on ESOP shares, it is important to know certain terms-
Fair Market Value:
It is the price at which an asset would sell in the market. It is the value that is mutually agreed upon by the buyer and the seller after knowing all the necessary information about the asset. In the case of unlisted shares, the merchant banker is the one who is appointed to calculate the prerequisite Fair Market Value of the united stocks.
Exercise Price:
The exercise price is the cost at which the unlisted security can be bought or sold while trading. To calculate the taxation of ESOP shares the exercise price and fair market value are required. The accountant calculates the difference between both values to give the tax value. The tax is also calculated based on the slab rate and the income.
Taxation on unlisted shares after a capital loss:
There are certain provisions like reducing the impact of the loss on unlisted shares. Short-term losses can be adjusted against a long-term gain or a short-term gain and can also be carried forward for eight years if there is no capital gain on unlisted shares in that year.
Long-term losses can also be carried out for up to the next eight years if there is no gain in the current year of filling. However, a long-term loss cannot be adjusted by a short-term gain.
Income Tax Return(ITR) form details:
- Salaried Employee: ITR form number 2
- Business Income: ITR form number 3
Frequently Asked Questions(FAQ)
- How to calculate unlisted shares taxation?
You need to first determine whether the investment comes under short-term capital gain or long-term capital gain on unlisted shares. If you sold the shares in two years or before that then it is a short-term capital gain. - What is the slab rate for tax on unlisted shares?
The slab rate is calculated based on the income of the individual. This is only applicable to individuals below the age of 60. - Can a loss on unlisted shares be set off by a gain?
Yes. A short-term loss can be set off with either a short-term gain or a long-term gain but a long-term loss can only be set off by a long-term gain. - What is the capital gain on the sale of shares of an unlisted foreign company?
Foreign unlisted shares are taxable at the rate of 20% for long-term gains and the slab rates for short-term gains with surcharge and cess applicable. - How to sell unlisted shares?
To sell unlisted shares, an investor needs to contact the manager or the concerned spokesperson and provide the necessary documents, like a CMR copy, Bank details, etc., to complete the selling process.
Conclusion
Conclusively, taxation on unlisted shares is directly calculated based on the period of holding as per the Income Tax Act of India.
If you have acquired the stocks through inheritance or as a gift then the provisions change but if the unlisted stocks are held by you then short-term and long-term are the only two types of taxation provisions applicable.
We hope you have a clear understanding of taxation, the tax rate, the short-term and long-term capital gain on unlisted shares, and the computation of tax on unlisted shares after reading this article.