stamp duty
This query is : Resolved
18 June 2016
stamp duty on merger of unlisted companies ...
merger is on book value
18 June 2016
stamp duty on corporate rearrangements is a contentious issue however to a large extent position stands settled in favour payability of stamp duty being a matter of 'conveyance'.
Further a care needs to be taken of specific state list applicability and CG Notification 1 of 16th Jan 1937 to understand exactly the rate and status of application.
Further a care needs to be taken of specific state list applicability and CG Notification 1 of 16th Jan 1937 to understand exactly the rate and status of application.
18 June 2016
is there any other tax implications if merger is taking place on book value????
18 June 2016
The Indian Income-Tax Act refers to amalgamations to
mean merger of one or more companies with another
company or the merger of two or more companies to
form another company.
Implications under the Income Tax Act,
1961
Tax implications can be understood from the following
three perspectives:
a)Tax concessions to the Amalgamated (Buyer) Company
b) Tax concessions to the Amalgamating (Seller) Company
c) Tax concessions to the shareholders of an Amalgamating
Company.
mean merger of one or more companies with another
company or the merger of two or more companies to
form another company.
Implications under the Income Tax Act,
1961
Tax implications can be understood from the following
three perspectives:
a)Tax concessions to the Amalgamated (Buyer) Company
b) Tax concessions to the Amalgamating (Seller) Company
c) Tax concessions to the shareholders of an Amalgamating
Company.
18 June 2016
would u pls provide me the details of these implications???
18 June 2016
and one more thing both the companies belong to same person...
25 July 2025
Got it! Here’s a clear overview of **stamp duty and tax implications on merger of unlisted companies on book value**, especially when both companies belong to the same person:
---
### 1. **Stamp Duty on Merger of Unlisted Companies**
* **Nature of Stamp Duty**:
Stamp duty is generally levied on the instrument of transfer of assets or shares in a merger. This is treated as a **‘conveyance’** under respective State Stamp Acts.
* **Rate & Applicability**:
* Varies from state to state.
* Often calculated on **market value** or **book value** of assets/shares being transferred, depending on local laws.
* In some states, exemption or concessional rates are provided if merger is under **Companies Act provisions** (like amalgamation under Section 230-232).
* **Central Government Notification (Notification No. 1 dated 16th Jan 1937)**:
This governs stamp duty on certain corporate documents but applicability varies by state and the nature of the transaction.
* **Key Point**:
Since it’s a merger on **book value** and companies are related (same person), many states provide **concessions or exemptions**, but you must check the **specific State Stamp Act** and local rulings.
---
### 2. **Tax Implications under Income Tax Act, 1961**
* Amalgamations are governed under **Section 2(1B)** and **Section 72A** and related provisions.
#### a) **Tax Concessions to Amalgamated (Buyer) Company**
* **Carry forward and set off** of losses and unabsorbed depreciation of the amalgamating company, subject to fulfillment of conditions (e.g., same nature of business, 75% shareholder continuity).
* No capital gains tax on the transfer of assets in the amalgamation.
#### b) **Tax Concessions to Amalgamating (Seller) Company**
* Exemption from capital gains tax on transfer of assets to the amalgamated company if conditions are met.
* Transfer of assets and liabilities at **book value** to the amalgamated company.
#### c) **Tax Concessions to Shareholders of Amalgamating Company**
* Shareholders get shares in the amalgamated company without immediate capital gains tax, provided shares are exchanged as per scheme.
---
### 3. **Additional Considerations**
* Since **both companies belong to the same person**, it is easier to comply with conditions for tax exemptions related to amalgamation.
* The merger should be approved by the **NCLT (National Company Law Tribunal)** and registered accordingly.
* **Documentation and valuation reports** should support the book value transfer.
---
### Summary
| Aspect | Position |
| --------------------- | ------------------------------------------------------------------------------------------------------------ |
| Stamp Duty | Varies by state; usually on instrument; check state laws; possible concession for merger under Companies Act |
| Tax on Buyer Company | Carry forward losses, no capital gains on asset transfer |
| Tax on Seller Company | No capital gains tax if conditions met |
| Tax on Shareholders | No immediate tax on share exchange |
---
**Would you like me to help you draft a checklist or documents needed for the merger compliance?**
---
### 1. **Stamp Duty on Merger of Unlisted Companies**
* **Nature of Stamp Duty**:
Stamp duty is generally levied on the instrument of transfer of assets or shares in a merger. This is treated as a **‘conveyance’** under respective State Stamp Acts.
* **Rate & Applicability**:
* Varies from state to state.
* Often calculated on **market value** or **book value** of assets/shares being transferred, depending on local laws.
* In some states, exemption or concessional rates are provided if merger is under **Companies Act provisions** (like amalgamation under Section 230-232).
* **Central Government Notification (Notification No. 1 dated 16th Jan 1937)**:
This governs stamp duty on certain corporate documents but applicability varies by state and the nature of the transaction.
* **Key Point**:
Since it’s a merger on **book value** and companies are related (same person), many states provide **concessions or exemptions**, but you must check the **specific State Stamp Act** and local rulings.
---
### 2. **Tax Implications under Income Tax Act, 1961**
* Amalgamations are governed under **Section 2(1B)** and **Section 72A** and related provisions.
#### a) **Tax Concessions to Amalgamated (Buyer) Company**
* **Carry forward and set off** of losses and unabsorbed depreciation of the amalgamating company, subject to fulfillment of conditions (e.g., same nature of business, 75% shareholder continuity).
* No capital gains tax on the transfer of assets in the amalgamation.
#### b) **Tax Concessions to Amalgamating (Seller) Company**
* Exemption from capital gains tax on transfer of assets to the amalgamated company if conditions are met.
* Transfer of assets and liabilities at **book value** to the amalgamated company.
#### c) **Tax Concessions to Shareholders of Amalgamating Company**
* Shareholders get shares in the amalgamated company without immediate capital gains tax, provided shares are exchanged as per scheme.
---
### 3. **Additional Considerations**
* Since **both companies belong to the same person**, it is easier to comply with conditions for tax exemptions related to amalgamation.
* The merger should be approved by the **NCLT (National Company Law Tribunal)** and registered accordingly.
* **Documentation and valuation reports** should support the book value transfer.
---
### Summary
| Aspect | Position |
| --------------------- | ------------------------------------------------------------------------------------------------------------ |
| Stamp Duty | Varies by state; usually on instrument; check state laws; possible concession for merger under Companies Act |
| Tax on Buyer Company | Carry forward losses, no capital gains on asset transfer |
| Tax on Seller Company | No capital gains tax if conditions met |
| Tax on Shareholders | No immediate tax on share exchange |
---
**Would you like me to help you draft a checklist or documents needed for the merger compliance?**
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