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Income-tax Act, 2025 | Section 68

Section 68 - Capital gains on distribution of assets by companies in liquidation

On liquidation, distributions attributable to company assets can produce shareholder capital gains after the statutory adjustments; the company’s own distribution is governed separately.

Reviewed by CA Nikhil Gupta · Updated 9 October 2026

Section 68: operativeEffective 1 April 2026Tax Year 2026-27 onwardReviewed 8 October 2026
Current-law control

Section 68 is presented using the consolidated Income-tax Act, 2025 as amended by the Finance Act, 2026. The general commencement date is 1 April 2026. Earlier years and saved proceedings may remain governed by the Income-tax Act, 1961 and the repeal/savings framework.

2-minute professional decode

On liquidation, distributions attributable to company assets can produce shareholder capital gains after the statutory adjustments; the company’s own distribution is governed separately.

Professional checkpoint: Apply the provision only after checking the defined person, tax year, evidence, thresholds and any connected Rule or Schedule.

Who should test this section?

Section 68 matters to investors, property owners, promoters, companies, firms and advisers where the transaction involves capital gains on distribution of assets by companies in liquidation; the charge, computation and relief steps should be separated.

Evidence to retain

The section 68 file should preserve acquisition and transfer instruments, valuation or stamp records, payment evidence, holding-period material and every document that supports the treatment of capital gains on distribution of assets by companies in liquidation.

1961 Act bridge

Legacy provisionLegacy headingMapping
46Capital gains on distribution of assets by companies in liquidation.Renumbered / mapped

The bridge is a research aid. Legacy case law carries over only after the current wording and transition rules are matched.

Rules and forms linked to this section

No provision-specific Rule was independently mapped from the current Rules register for this section. That does not mean the wider Rules are irrelevant.

Worked application

Prepare a hypothetical transaction involving capital gains on distribution of assets by companies in liquidation. Identify the person, tax year, trigger, evidence and connected provision first; then apply section 68 step-by-step and document why each statutory condition is or is not met.

Common mistake

For section 68, do not jump from sale proceeds to a capital-gain number: first identify the transfer/charging event, then consideration, cost, timing and any exemption or rollover condition relevant to capital gains on distribution of assets by companies in liquidation.

Compliance approach

Identify the statutory trigger for section 68, lock the relevant tax year, reconcile the facts to the operative sub-section, preserve the evidence trail and separately test every linked Rule, Form, Schedule and exception before finalising the return position.

Numeric / timing checkpoints in the operative text

Related provisions

Current statutory text

68. (1) Irrespective of anything contained in section 67, where the assets of a company are distributed to its shareholders on its liquidation, such distribu- tion shall not be regarded as a transfer by the company for the purposes of the said section. (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 consid- eration for the purposes of section 72.

Primary-source trail

Source status: full Section 68 statutory text in the local source corpus; reconciled to the current consolidated Act control on 8 October 2026.

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