Angel Tax is a term used to describe the tax levied on investments made by angel investors in startups when the investment amount exceeds the fair market value (FMV) of the company. This tax was introduced to curb money laundering and prevent the misuse of funds through shell companies. However, it has been a subject of concern among startup founders and investors as it impacts early-stage funding.
The Angel Tax applies to unlisted companies that receive investments from Indian residents. If the investment surpasses the FMV determined by tax authorities, the excess amount is considered as "income from other sources" and is taxed accordingly. This tax can discourage investments, affecting the growth of startups and innovation in the ecosystem.
Angel Tax Meaning
Angel Tax is officially termed as Section 56(2)(viib) of the Income Tax Act, 1961. It was introduced in 2012 as a measure to curb the inflow of black money into startups through inflated valuations. The tax applies when an unlisted private company issues shares at a price higher than its Fair Market Value (FMV) and receives funds from an Indian resident investor. In such cases, the excess amount over the FMV is considered income from other sources and is taxable at the corporate tax rate. While the primary objective of this tax is to prevent money laundering and financial misreporting, it has also created obstacles for genuine startups trying to raise funds at valuations based on growth potential rather than immediate financial performance.
The challenge with the Angel Tax lies in determining the true FMV of a startup. Unlike publicly listed companies, which have market-driven valuations, startups are valued based on future potential, intellectual property, business scalability, and market demand. Since most startups do not have a long history of profits, their valuations often appear inflated when compared to their current revenue or asset base. The tax authorities often rely on traditional valuation methods such as Net Asset Value (NAV) or Discounted Cash Flow (DCF), which may not accurately capture a startup’s actual worth.
Although Angel Tax does not apply to investments from registered venture capital funds, non-resident investors, or institutional entities, it remains a major concern for angel investors and high-net-worth individuals (HNIs) investing in startups. Many early-stage companies struggle with raising funds as investors become hesitant to invest in startups that might attract tax scrutiny. To address these concerns, the government has introduced exemptions for startups registered with the Department for Promotion of Industry and Internal Trade (DPIIT).
Additional Read - Venture Capital
Angel Tax Rates Explained
The Angel Tax is applied at 30.6% (including cess and surcharge) on the excess amount above the fair market value of shares issued to an angel investor. The tax rate follows the standard income tax slab applicable under Section 56(2)(viib).
For example, if a startup issues shares at ₹120 per share, but the FMV is determined as ₹100 per share, the excess ₹20 per share will be taxed at 30.6%.
This high tax rate can make it difficult for startups to raise capital from individual investors, as they might have to pay a significant portion of their investment as tax. The steep rate also reduces the available capital for expansion, research, and business development.
Exemption from Angel Tax in India
The Indian government has introduced several exemptions to mitigate the impact of the Angel Tax on startups and encourage entrepreneurship. Angel Tax, imposed under Section 56(2)(viib) of the Income Tax Act, applies when a privately held company issues shares at a price higher than its fair market value, leading to taxation on the excess amount as "income from other sources."
Since startups often raise capital based on future growth potential rather than immediate profitability, this tax created significant hurdles for early-stage companies. To address these concerns, the government has introduced key exemptions for eligible startups.
DPIIT-Recognized Startups: Startups that are recognized by the Department for Promotion of Industry and Internal Trade (DPIIT) can avail themselves of an exemption from Angel Tax, provided they meet specific conditions. DPIIT is a nodal agency under the Ministry of Commerce and Industry responsible for formulating policies to support startups and industrial development.
Investments from SEBI-Registered Funds: Investments from venture capital funds, Category I Alternative Investment Funds (AIFs), and non-resident investors are exempt.
Startups Incorporated within 10 Years: Startups incorporated within the last 10 years with a turnover of less than ₹100 crore in any financial year are eligible for exemption.
Self-Declaration to DPIIT: Startups must file a declaration with DPIIT confirming they meet the eligibility criteria.
No Investments in Specified Assets: To qualify for exemption, startups should not have invested in land, shares, luxury goods, or loans exceeding a certain threshold.
These exemptions aim to encourage startup investments while preventing tax evasion through artificial valuations. However, some startups may still face scrutiny from tax authorities, especially if their valuation significantly exceeds standard industry benchmarks.
Additionally Read -
Who is Subject to Angel Tax?
Angel Tax applies to unlisted startups that raise funds from Indian resident investors. If a startup issues shares at a premium above FMV, the excess amount is considered as taxable income under Section 56(2)(viib).
Individuals and Entities Affected:
Startups: If they receive investments above FMV from angel investors, they may be subject to tax.
Angel Investors: High-net-worth individuals and private investors who fund early-stage startups may indirectly face tax burdens, as startups often pass on the cost.
Non-Registered Startups: If a startup is not registered under DPIIT or fails to meet exemption criteria, it becomes liable to Angel Tax.
To avoid Angel Tax, startups must ensure proper valuation documentation and seek exemptions under DPIIT registration. Additionally, maintaining transparency in financial records, investment agreements, and valuation methodologies can help startups mitigate the risk of tax scrutiny.
Conclusion
Angel Tax was introduced to prevent money laundering but has raised concerns among startups and investors. While tax authorities aim to curb misuse, the tax creates barriers for early-stage funding. Government initiatives such as DPIIT recognition and exemptions have helped mitigate the impact, but valuation complexities remain a challenge.
For startups and investors, understanding Angel Tax regulations, exemptions, and proper valuation methods is crucial to avoiding unnecessary tax burdens while fostering innovation and entrepreneurship in India. As the startup ecosystem grows, policymakers may need to revisit the Angel Tax framework to strike a balance between regulation and supporting new businesses.