Union Budget 2026-27 - Finance Bill, 2026

Taxation of buyback of shares

Under the existing provisions of the Income-tax Act, 2025, consideration received by a shareholder on buy-back of shares by a company is treated as dividend income under section 2(40)(f) of the Act and taxed accordingly, while the cost of acquisition of the shares extinguished on buy-back is recognised separately as a capital loss under section 69.

2. It is proposed to rationalise the taxation of share buy-backs by providing that consideration received on buy-back shall be chargeable to tax under the head “Capital gains” instead of being treated as dividend income. Further, having regard to the distinct position and influence of promoters in corporate decision-making, particularly in relation to buy-back transactions, it is proposed that, in the case of promoters, the effective tax liability on gains arising from buy-back shall be thirty per cent, comprising tax payable at the applicable rates together with an additional tax. In case of promoter companies, the effective tax liability will be 22%.

3. These amendments shall take effect from the 1st day of April, 2026, and shall apply in relation to the tax year 2026-27 and subsequent tax years.

[Clauses 27 and 34]

 

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Full Text:

Union Budget 2026-27 - Finance Bill, 2026

Taxation of share buybacks reclassified as capital gains; higher tax rates apply to promoters and promoter companies. Consideration received on buy-back of shares is recharacterised from dividend income to taxable capital gains, with cost of acquisition of extinguished shares remaining separately recognised. Promoters will face an effective tax liability of thirty per cent on buy-back gains (tax at applicable rates plus an additional tax) and promoter companies will face an effective tax liability of twenty-two per cent. These amendments apply from the first day of the relevant financial year and to the tax year 2026-27 and subsequent years.