Direct Tax
Consulting
ESG Advisory
Indirect Tax
Growth Advisory
Internal Audit
BFSI Audit
Industry Audit
Valuation
RBI Services
SEBI Services
IRDA Registration
AML Advisory
IBC Services
Recovery of Shares
NBFC Compliance
IRDA Compliance
Finance & Accounts
Payroll Compliance Services
HR Outsourcing
LPO
Fractional CFO
General Legal
Corporate Law
Debt Recovery
Select Your Location
The demerger of a company simply means splitting of company into two or more parts. Any compromise or arrangement is defined under the Companies Act 2013, however, the said act is silent on demerger. Hence, the general meaning of demerger of the company can be termed as a kind of corporate restructuring whereby the company decides to part with one of its business activities to operate it under a distinct entity. A demerger can also occur by transferring a business to a new business in lieu of which the existing shareholders are issued new shares.
The National company law tribunal approves the scheme of the demerger, wherein all the liabilities, assets, and shareholders are transferred to the transferee company. Hence, the scheme of the demerger is a transfer wherein there is a capital gain on the side of the transferee company and capital loss on the side of the Transferor Company. This capital gain and loss would attract tax implications, which the company shall adjudicate carefully. Henceforth, the present article will discuss in detail the tax implications on demerger of the company from both sides.
Before understanding the tax implications on demerger of a company under the IT act, it is imperative to first understand the meaning of demerger and demerged company. The demerger is defined under Secretion 2(19AA) of the Incomes Tax Act 1961. It means a transfer of demerged company or its undertaking into a resulting company.
According to Section 2(19AAA), a “demerged Company” is a company whose undertaking is transferred to the resulting company under the demerger.
Moreover, the act states that the demerger shall be accorded as a transfer if it is performed in such a manner that:
The tax implications on demerger in the case of a demerged company are defined under section 47 of the Income tax act. It states that transactions not regarded as transfers will not attract any tax liabilities under the IT act. Henceforth, certain transfers are exempted from the tax under the scheme of demerger.
The tax implications for the resulting company are enumerated in a different section of the IT Act.
The demerger of the company is a type of corporate restructuring in which the company decides to divide its operations and form a new entity. From the above provisions, we can conclude that the tax implications on demerger are tax-free in the hands of the demerged company. However, there are some tax implications in the hands of the resulting company. Further, there will be no capital gains when there is the transfer of assets by the demerged company to the resulting company. On the other hand, the resulting company is allowed deductions and tax relief on transferred assets, expenditures and various expenses.
Read Our Article: Legal Analysis of Demerger in Corporate
Did you or anybody in your family invest in Axis Bank Limited shares during the 1990s or early...
The Pharmaceutical industry is India's top gross domestic product (GDP) contributor. The market...
In the evolving international trade space, ensuring supply chain security and compliance with t...
Investment in shares of big public sector companies such as Coal India Limited (CIL) provides l...
The Securities and Exchange Board of India (SEBI) issued a circular on May 2, 2025, simplifying...
Are you human?: 5 + 4 =
Easy Payment Options Available No Spam. No Sharing. 100% Confidentiality
A partnership deed is a written document on the basis of which the partnership firm shall be carried on. "PARTNERSH...
25 Jan, 2020
Agreements that Mandate Payment of Stamp Duty Any instrument that records transaction requires stamp duty to be pai...
31 Jan, 2020