Income Tax Act 2025: Section 68 for Tax Year 2025-26

Capital gains apply to shareholders on liquidation; distributions aren’t company transfers. Tax is on received value minus assessed dividends per Sec 68(2).

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Capital gains on distribution of assets by companies in liquidation

[As per the Income Tax Act, 2025 (this Act) w.e.f. 1st April, 2026.]

Section 68(1) of Income Tax Act 2025

(1) Irrespective of anything contained in section 67, where the assets of a company are distributed to its shareholders on its liquidation, such distribution shall not be regarded as a transfer by the company for the purposes of the said section.

Section 68(2) of Income Tax Act 2025

(2) If a shareholder, on the liquidation of a company, receives any money or other assets from the company, then,––
(a) such shareholder shall be chargeable to income-tax under the head “Capital gains”, in respect of the money so received or the market value of the other assets on the date of distribution, as reduced by the amount assessed as dividend within the meaning of section 2(40)(c); and
(b) the sum so arrived at shall be deemed to be the full value of the consideration for the purposes of section 72.

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