Buy & Sell Unlisted Shares: Procedure and Taxation (2024)

Buy & Sell Unlisted Shares: Procedure and Taxation (1) Pre IPO Shares – Procedure to Buy and Sell and Taxation
23 Nov, 2021

There are a lot of misconceptions and queries regarding Pre IPO shares in the market. Many investors are confused between Pre-IPO shares, Unlisted Shares, delisted shares, etc and many other related queries. So to unearth all these queries, today we are presenting a questionnaire to understand all of these in a better way.

1. What are Pre-IPO shares, Unlisted and De-listed Shares?

(i) Pre IPO Shares: Every company needs funds to run the business. Funds are raised via debt or Equity. When funds are raised via Equity, the investors who are investing in the company want a good return of their investment. Let us suppose investors have invested Rs.500 Crores in the company. Now after 5 years they want to take exit and handover company shares to other investors. So accordingly, the company plans for IPO to give exit to these investors and generally such information comes in media. Before the launch of such IPOs, we at UnlistedZone arrange Pre-IPO shares to our investors.

Benefits of Pre IPO Shares: These days, due to more awareness via social media/news-papers/news channels, IPOs receives a lot of attention and good IPOs are subscribed heavily. Therefore, getting a single lot in IPO is very difficult.

Here, the Pre-IPO shares play a vital role. You can purchase these shares well below the IPO price before it actually launches on exchanges and gets the maximum benefit. The only lacuna in Pre-IPO shares is that there is a lock-in period of six months. It means you can’t sell stocks before six months from the date of listing. However, we at UnlistedZone consider that this should not be an issue because it is a well-known phenomenon that equity always rewards its investors who invest for a longer duration.

Ex: Nazara Tech, Barbeque Nation, Studds, Chennai Super Kings, HDB, UTI AMC, Fino-Paytech, Suryoday Small Fin Bank, Utkarsh SFB, etc.

(ii) Unlisted Shares: Unlisted shares simply mean which is not listed on National stock exchanges like NSE or BSE and they don’t have nearby plans for IPO. There are a lot of good companies in the unlisted space which gives a very good dividend to its investors. Such unlisted shares are good investment ideas. The liquidity is an issue in these unlisted shares but we at UnlistedZone act as a market maker to buy and sell good rated companies.

Ex: Tata Technologies, Carrier Air Conditioning, etc. are such companies which are good dividend-paying unlisted companies and have not informed any IPO plans in the media.

(iii) Delisted Shares: The shares are delisted from national stock exchanges like NSE or BSE and currently not trading. The reason could be anything from not adhering to disclosures as per exchanges requirement or management call to delist the company.

Ex: Essar Oil gets delisted from exchanges in 2015 when it was acquired by the Russian company. Essar Steel and Electrosteel are an example of other such companies.

2. How is Pre-IPO shares priced?

Pre-IPO shares, much like their counterparts in the listed market, are priced based on the dynamics of demand and supply in the unlisted market. However, there is comparatively less research and analysis available for Pre-IPO shares. At UnlistedZone, we endeavor to comprehensively research and cover high-quality Pre-IPO shares, providing our investors with the necessary insights to make informed decisions. Additionally, we conduct valuations of these shares and compare them with similar entities in the listed market, offering a clear perspective on their market standing.

3. Can you sell Pre-IPO shares immediately?

No, the Pre-IPO shares have a lock-in period of six months. It means you can’t sell stocks before six months from the date of listing.

4. How Pre-IPO shares are taxed?

The Pre-IPO shares are taxed as per STCG or LTCG.

STCG (<2 Years): If you sell Pre-IPO shares before 2 years of buying, capital gain will be charged as per income tax slab.

LTCG (>2 Years): If you sell Pre-IPO shares after 2 years of buying, a 20% tax with indexation benefit will be levied. In Pre-IPO shares, you don’t have to pay GST or STT (Security Transaction Tax).

5. How to buy Pre-IPO Shares, Unlisted Shares and Delisted Shares?

We at UnlistedZone provide the facility of buying Pre-IPO, unlisted and delisted shares. The link to buy these shares is mentioned below. https://unlistedzone.com/procedure-to-buy-and-sell-unlisted-shares-with-unlistedzone/

6. What is the Client Master Copy?

In the unlisted market, Client Master Report (CMR) Copy is the most important document which is required to buy unlisted and Pre IPO shares. It contains DP ID, Client ID, PAN number, Bank Number, etc. This can be easily obtained by sending an email to the broker and the same is delivered within 2-3 hrs.

7. How to check the credit of Shares?

After 01.04.2019, SEBI has mandated that no physical shares can be sold. If somebody wants to sell its shares, then first, it must be converted into Demat form. So in the unlisted market, shares are always credited in Demat form only. The credit of shares can be checked by downloading the NSDL or CDSL app.

How do you know which app to download: NSDL or CDSL?

By carefully examining the number format of Demat Account we can easily identify whether the stock broker is registered with CDSL or NSDL.

Demat Account = 16 Characters which has DP ID + Client ID. DP ID is the unique identification of the Broker. Every broker gets a unique number from CDSL or NSDL. Client ID is the unique identification of the Client. Every client gets this unique number which represents his/her portfolio. In CDSL, all these characters are numbers (1234567891234567). The first 8 digits are DP ID and the next 8 digits are Client Id whereas in NSDL the first two characters are letters which are in accordance with the country IN12345678912345), then 6 unique digits for broker and next 8 digits are client ID.

CDSL = 12345678 (DP ID) and 91234567 (Client ID).

NSDL= IN123456 (DP ID) and 78912345 (Client ID)

Tags : PreIPO

Buy & Sell Unlisted Shares: Procedure and Taxation (2024)

FAQs

How is tax calculated on unlisted shares? ›

Long-Term Capital Gain - In unlisted shares, the taxation for long-term capital gains (LTCG) is calculated if the holding period is more than 24 months. The tax rate for LTCG is 20% with indexation benefits as compared to listed shares that have a LTCG holding period of more than 12 months.

What is the process of selling unlisted shares? ›

All you need to do is approach a trustworthy wealth manager, investment bank, or broker. They will introduce you to the best-unlisted companies in India and facilitate buying and selling of unlisted shares. The dealers and brokers also connect you with the promoters of the companies via private placements.

How can you save long term capital gains on sale of unlisted shares? ›

LTCG on sale of unlisted shares would be taxable at 20% plus cess with indexation benefits if they are held for more than 24 months. If less than 24 months gains are taxable as per the slab rate. If it is Long term you can claim exemption under 54F.

What is the TDS on the sale of unlisted shares? ›

The unlisted shares fall in the category of long-term capital assets, and it amounts to a capital gain tax. So, when investors sell the shares after a long holding period, the profit would be taxable at the rate of 20% with indexation benefit.

Is buyback of unlisted shares taxable? ›

The section was inserted by the Finance Act, 2013. The section provides that any amount of 'distributed income' by a domestic company on buyback of unlisted shares from shareholder is chargeable to additional income-tax @ 20% (plus 12% surcharge and 4% health cess). The effective rate of buyback tax is 23.296%.

How to avoid capital gains tax on shares? ›

Here, Telegraph Money explores six of the options open to savvy investors who want to prevent their CGT bill going through the roof.
  1. Max out your allowance. ...
  2. Make use of tax-free wrappers. ...
  3. Enterprise Investment Schemes. ...
  4. Transfer assets to husband, wife or civil partner. ...
  5. Claim for losses. ...
  6. Private residence relief.
Jun 3, 2024

Why do people buy unlisted shares? ›

Investing in unlisted shares can help diversify your investment portfolio, as they offer exposure to a different set of companies and industries than listed shares. This can help reduce your overall investment risk.

Which platform is best for unlisted shares? ›

Stockify – Leading Unlisted Share Platform To Boost Your Portfolio. At Stockify, you will get an unbiased and in-depth analysis of almost all major unlisted shares in the industry.

What is the period of holding for unlisted shares? ›

However, in case of unlisted shares, the holding period is 24 months after which LTCG tax comes into effect. Debt securities: Earlier, debt mutual funds were entitled to long term capital gains tax benefit but the Finance Act 2023 phased this out.

How to avoid taxes when selling stocks? ›

9 Ways to Avoid Capital Gains Taxes on Stocks
  1. Invest for the Long Term. ...
  2. Contribute to Your Retirement Accounts. ...
  3. Pick Your Cost Basis. ...
  4. Lower Your Tax Bracket. ...
  5. Harvest Losses to Offset Gains. ...
  6. Move to a Tax-Friendly State. ...
  7. Donate Stock to Charity. ...
  8. Invest in an Opportunity Zone.
Mar 6, 2024

What is the grandfather rule for capital gains? ›

The grandfathering rule is a method for calculating the long-term capital gains tax on assets bought before March 2018, when the government did not introduce the LTCG tax. So, the rule will apply if a person wants to sell an asset purchased before LTCG tax regulation.

How to calculate tax on shares sold? ›

To calculate capital gains, subtract the cost of acquisition and sale expenditures from the sale price. If capital gains exceed Rs. 1 lakh in a fiscal year, apply a 10% tax rate (plus surcharge and cess) on the excess profits. There is no tax duty on gains that are less than Rs. 1 lakh.

How to calculate FMV of unlisted shares? ›

Discounted Free Cash Flow (DCF) Under the DCF method, the FMV of unquoted equity shares is calculated as the sum of the present values of all future cash flows the company is expected to generate, discounted to the present day at a risk-adjusted discount rate.

What is the surcharge on the sale of unlisted shares? ›

From Budget 2022 there was a maximum cap of 15% on Long term capital gains as previously unlisted investments were liable for a maximum surcharge of 37%.

How do you value unlisted shares? ›

How Are Unlisted Stocks Valued?
  1. Book Value Approach. ...
  2. Method of Last Transaction Price. ...
  3. Discounted cash flow method or price to earnings ratio. ...
  4. Value of Net Assets (NAV) Including Goodwill. ...
  5. Value of Net Assets (NAV) Excluding Goodwill.

What is the tax on delisted shares? ›

What are the tax implications on sale of shares before delisting? Any gain from sale of shares is called capital gain. In case of delisting of shares within a year of their purchase, a 15% short-term capital gains tax is applicable .

How do you calculate share value of an unlisted company? ›

The following techniques are used to assess unlisted share prices.
  1. Book Value Approach. ...
  2. Method of Last Transaction Price. ...
  3. Discounted cash flow method or price to earnings ratio. ...
  4. Value of Net Assets (NAV) Including Goodwill. ...
  5. Value of Net Assets (NAV) Excluding Goodwill.

How is the sale of private stock taxed? ›

If you sell stocks for a profit, your earnings are known as capital gains and are subject to capital gains tax. Generally, any profit you make on the sale of an asset is taxable at either 0%, 15% or 20% if you held the shares for more than a year, or at your ordinary tax rate if you held the shares for a year or less.

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