Section 56(2)(viib) of the Income Tax Act — colloquially known as "angel tax" — provides that where a company receives consideration for issue of shares that exceeds the Fair Market Value of those shares, the excess amount is taxable as "Income from Other Sources" in the hands of the company (not the investor). The law was inserted in 2012 to target shell companies receiving unaccounted money under the guise of share premium. It became a landmark problem for legitimate startups because venture capital valuations — driven by growth expectations, brand, and market potential — routinely produce share prices that vastly exceed the accountant's FMV computed using the Discounted Cash Flow (DCF) method prescribed in Rule 11UA.
Section 56(2)(viib), Income Tax Act 1961
Where a company, not being a company in which the public are substantially interested, receives, in any previous year, from any person being a resident, any consideration for issue of shares that exceeds the face value of such shares, the aggregate consideration received for such shares as exceeds the fair market value of the shares shall be chargeable to income-tax under the head "Income from other sources".
Statutory Reference
Angel Tax Legislative History
Section 56(2)(viib) inserted by Finance Act 2012. Applies only to resident investors. Targets shell companies using share premium to absorb unaccounted funds.
DPIIT exemption introduced for DPIIT-registered startups meeting specific conditions. Partial relief — many genuine startups failed DPIIT definitional criteria.
Angel tax extended to non-resident investors — triggering alarm in the entire venture capital industry, as foreign FDI into startups notionally became subject to Section 56(2)(viib).
Government reverses the extension to non-resident investors in Finance Act 2024 — angel tax applicable only to resident investors again from September 2024. Some relief.
Pressure mounting to abolish Section 56(2)(viib) entirely for all registered startups. Budget 2025 did not abolish but expanded exemption classes.
Current Angel Tax Applicability (Post Finance Act 2024)
DPIIT-Registered Startups
Fully exempt from Section 56(2)(viib) provided: incorporated before April 2026, annual turnover below ₹100 crore, and DPIIT certificate obtained. This is the clean exemption — no FMV cap.
Non-DPIIT Companies (Resident Investor)
Angel tax fully applicable. Share premium above FMV = taxable income. Use DCF valuation under Rule 11UA(2) prepared by a merchant banker — this is the only defensible FMV method for growth-stage companies.
Non-DPIIT Companies (Non-Resident Investor)
Exempt from September 2024 following Finance Act 2024 amendment. FDI at any valuation no longer subject to Section 56(2)(viib). However, transfer pricing rules apply if the investor is a related party.
The safest thing a non-DPIIT startup can do before its first institutional funding round is spend ₹1.5 lakh on a merchant banker FMV report that creates a defensible valuation anchor. It is cheaper than contesting a Section 56(2)(viib) demand by two orders of magnitude.
— Sami Tax Startup Advisory, 2024
Startup Tax Priorities Before Your Next Round
- Apply for DPIIT recognition immediately if you have not — it is free, online, and the exemption is absolute.
- If you are past the DPIIT eligibility window or your startup does not qualify: commission a Rule 11UA(2) DCF valuation report from a SEBI-registered merchant banker before each funding transaction; this report fixes the FMV and provides the primary angel tax defence.
- Ensure the subscription agreement references the merchant banker's FMV opinion.
- If an angel tax notice has already arrived for a past round: the AO is obligated to consider your FMV report, even if submitted late — we have consistently reduced or eliminated angel tax demands post-notice through structured valuation defences.
- Book a consultation with our startup team before your next cap table event.