Acquiring Business in India

Selling a business is a major financial decision that involves huge tax implications. Regardless of whether you are a sole proprietor, partner, or business owner, it’s important to understand the tax implications of a business sale in India to follow the regulations and achieve the greatest financial benefit. The tax implications vary based on the mode of sale, character of the business entity, and the kind of assets.

1. Understanding the nature of sale: Asset sale or Share sale

When a business is sold in India, the transaction typically falls under two broad categories:

• Asset Sale: Individual assets of the business, like machinery, stock, goodwill, etc. are sold.
• Share Sale: Ownership is transferred by selling shares of the business.

The tax implication is quite different in these two transactions.

2. Capital Gains Tax

Capital gains tax plays a central role in the taxation of the sale of business in India. It is the tax you pay on the profit earned from selling a capital asset—such as property, shares, or business goodwill. 

 a.In case of Asset Sales

Whenever you are selling distinct business assets, the capital gain is calculated for each asset separately.

• Short-Term Capital Gains (STCG): If the asset is held for less than 36 months.
• Long-Term Capital Gains (LTCG): If held for 36 months or longer.

Tax Rates:

• STCG is taxed as per prevailing income tax slab rates.
• LTCG is 20% with the benefit of indexation (in case of non-depreciable assets like land, building, and goodwill).
• Depreciable assets (like machinery) are always short-term and gains form part of business income.

1. For Sale of Shares

• Listed Shares: LTCG (over 12 months holding) is charged at 10% if gains are in excess of ₹1 lakh, without indexation.
• Unlisted Shares: LTCG 20% with indexation; STCG as per slab rates.

3. Goods and Services Tax (GST)

In the context of selling of a business in India, transfer of business as a going concern is GST-free.

Key Points:

• GST does not apply in the event of transfer of the entire business as a going concern.
• Transfer of part of business assets might be subjected to GST based on assets.
• Reversal of input tax credit (ITC) may be required for unused inputs under certain situations.

4. Income Tax on Business Profits

If you’re selling your business at a slump sale ,where the entire undertaking is being sold for a lump sum, the gains are taxed as capital gains:

• If held for more than 36 months, LTCG at 20% (with indexation relief on net worth).
• If held for 36 months or less, STCG as per slab rate.

In case of asset-wise sales, profit on sale of assets or inventory which are depreciable in nature is treated as business income and thus taxed accordingly.

5. Transfer of Liabilities and Goodwill

When a business is sold along with its goodwill and liabilities, the goodwill is treated as a capital asset.

• Long-Term Capital Gains (LTCG) tax is payable if the goodwill has been self-generated or purchased and held for 36 months or more.
• If liabilities are also being transferred with assets, the net worth of the business (assets – liabilities) is taken into account for calculating capital gains.

6. Tax Deducted at Source (TDS)

TDS provisions also are applicable in selling a business in India, specifically in asset sales.

• Payers may request the buyer to deduct TDS under Section 194-IA or Section 194C if real estate or contractor payments are involved.
• Section 194Q and Section 206AB may be applicable in share transfers if qualifying thresholds are crossed.

7. Advance Tax & Filing Returns

If the gain arising from the sale of business is more than ₹10,000, advance tax has to be paid in instalments. Not paying can levy interest under Sections 234B and 234C of the Income Tax Act. Ensure the capital gains are reported properly in the ITR-3 or ITR-6 form based on your type of entity.

8. Exemptions and Tax Planning

Some exemptions provided under the Income Tax Act can be utilized to reduce tax burden:

• Section 54EC: Investment of LTCG in notified bonds (e.g., NHAI, REC) within 6 months to benefit from exemption.
• Section 54GB: Exemption if a capital gain from a residential property is invested in a new qualifying business.

Optimal tax planning and structuring of the sale (e.g., choice between share sale vs slump sale) can save big tax.

Conclusion

Selling a business in india is not just a strategic decision—it’s also a complex tax event. The tax implications of selling a business vary depending on the structure of the deal, the nature of the assets, and the holding period. Whether you’re planning a full business sale or partial divestment, it is always advisable to consult with a tax advisor or chartered accountant to ensure tax efficiency and compliance.

By staying up to date and being future-focused, you can dominate the tax and legal landscape—and reap maximum value from selling your company.

At MatchValley, we specialize in providing strategic business services, mergers, acquisitions, and business loans. Whether you’re planning to sell your business, raise investment, or assess your business valuation, our team is here to support you every step of the way.