Expenses incurred on Issue of Fresh Shares by IPO ,QIP , RI

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CA HANI (Querist)
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11 September 2009 What is the tax treatment of expenses incurred on issue of Fresh Shares by way of IPO , Righ Issue , QIP , ESOP & Private Placement

CA Vivek Jain

CA Vivek Jain (Expert)
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11 September 2009 Capital Expenditure

CA HANI

CA HANI (Querist)
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11 September 2009 IS SUCH CAPITAL EXPENDITURE CAN BE AMORTISED IN IT SAY IN FIVE YEARS

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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24 July 2024 Expenses incurred on the issue of fresh shares through methods like IPO (Initial Public Offering), Rights Issue (RI), QIP (Qualified Institutional Placement), ESOP (Employee Stock Ownership Plan), and Private Placement are generally treated as capital expenditure rather than revenue expenditure. Here’s a breakdown of how these expenses are treated for tax purposes:

### Tax Treatment of Expenses:

1. **Capital Expenditure**: Expenses incurred on the issuance of fresh shares are considered capital in nature because they are related to raising capital for the company. These expenses typically include underwriting fees, legal fees, printing and advertising costs, regulatory filing fees, etc.

2. **Amortization of Expenses**:
- **Not Deductible Immediately**: These expenses are not deductible as revenue expenses in the year they are incurred.
- **Amortization**: Instead of deducting these expenses in the year they are incurred, they can be amortized (spread out) over a period of time.
- **Period of Amortization**: The usual practice is to amortize these expenses over a period of 5 years, starting from the year in which the IPO, Rights Issue, QIP, ESOP, or Private Placement takes place.

3. **Section 35D of Income Tax Act**: Section 35D of the Income Tax Act allows for the amortization of certain preliminary expenses, including expenses related to the issue of shares. These expenses are amortized evenly over a period of 5 years from the commencement of business or from the year in which the expenses are incurred, whichever is later.

### Example of Amortization:

- Suppose a company incurs Rs. 50 lakh as expenses related to an IPO in the financial year 2023-24.
- These expenses can be amortized at Rs. 10 lakh per year for the next 5 years (2023-24 to 2027-28).

### Points to Consider:

- **FEMA Regulations**: Ensure compliance with FEMA regulations if the company is raising capital through foreign investors or through ADRs/GDRs in case of IPOs.
- **Consultation**: It’s advisable to consult with a tax advisor or chartered accountant to ensure proper treatment and compliance with tax laws specific to your jurisdiction.

### Conclusion:

Expenses incurred on the issue of fresh shares through IPO, RI, QIP, ESOP, and Private Placement are considered capital expenditure and can be amortized over a period of 5 years under Section 35D of the Income Tax Act. This treatment allows companies to spread out the cost of raising capital and helps in managing their taxable income effectively over the amortization period.