RSU Taxation in India for US stocks: The Complete Guide

Tens of thousands of Indian residents employed by US technology companies receive Restricted Stock Units as a core part of their compensation. When those RSUs vest, they create a real tax liability that must be calculated, reported, and paid regardless of whether a single share is sold. When those shares are eventually sold, a second tax event follows. And throughout, the law requires annual disclosure of every foreign asset held, including unvested grants sitting in a US brokerage account. Get any one of these steps wrong and the consequences range from a defective return to a flat penalty of ten lakh rupees per year of omission under the Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015. This guide is the complete reference for Indian residents navigating US stock RSU taxation, updated for FY 2025-26 (Assessment Year 2026-27) and covering the Income-tax Act 2025 transition that takes effect from 1 April 2026.

How are US company RSUs taxed in India?

US company RSUs are taxed in India at two distinct stages. At vesting, the full Fair Market Value (FMV) of the shares on the vesting date is taxable as salary income under Section 17(2)(vi) of the Income Tax Act, 1961 (Section 17(1)(d) under the Income-tax Act, 2025 from FY 2026-27). The FMV is converted to INR using the SBI TT Buying Rate on the vesting date. At sale, the gain over that INR cost basis is taxed as capital gains under Section 112, with a 24-month holding period threshold because US shares are treated as unlisted foreign securities, not listed Indian equity.

The two-stage tax structure every RSU holder must understand

RSU taxation in India is sequential, not merged. The two stages operate under different heads of income, carry different tax rates, and are managed by different parties. Confusing them is the single most common source of error in RSU-related ITR filings.

Stage 1: Perquisite tax at vesting. When your RSUs vest, your employer (typically the Indian subsidiary acting as the withholding agent) must calculate the perquisite value and deduct tax at source under Section 192. The perquisite value equals the number of shares vested multiplied by the FMV on the vesting date, converted to INR at the SBI TT Buying Rate for that date. Because there is no exercise price, the entire FMV is taxable, not just a spread. This amount is added to your salary income for that financial year and taxed at your applicable slab rate, currently up to 30% plus 4% health and education cess, giving an effective rate of 31.2% at the highest slab.

Stage 2: Capital gains tax at sale. When you subsequently sell the vested shares, the gain is computed as sale price (in INR at SBI TTBR on the sale date) minus the INR cost basis established at vesting. This gain is taxed under capital gains, not salary. The applicable rate depends entirely on the holding period from the vesting date to the sale date, a point that carries a major trap discussed below.

The two stages cannot be netted or offset against each other. The perquisite tax paid at Stage 1 does not reduce the capital gains liability at Stage 2. They are separate, independent tax obligations.

Worked example. Arjun vests 200 RSUs on 10 January 2026. His US employer’s share price on NASDAQ is USD 185. The SBI TT Buying Rate on that date is ₹84.40 per dollar.

Component	Calculation	Amount
FMV per share (INR)	USD 185 × ₹84.40	₹15,614
Total perquisite value	200 shares × ₹15,614	₹31,22,800
TDS at 30% slab	₹31,22,800 × 30%	₹9,36,840
Shares sold to cover TDS (sell-to-cover)	₹9,36,840 / ₹15,614	Approx. 60 shares
Shares retained	200 minus 60	140 shares
Cost basis per retained share	₹15,614 (FMV at vesting)	Locked at vesting

If Arjun sells those 140 shares on 15 March 2027 (14 months after vesting) at USD 200 per share with SBI TTBR at ₹85.00:

Component	Calculation	Amount
Sale price per share (INR)	USD 200 × ₹85.00	₹17,000
Capital gain per share	₹17,000 minus ₹15,614	₹1,386
Total capital gain	140 shares × ₹1,386	₹1,94,040
Holding period from vesting	10 Jan 2026 to 15 Mar 2027	14 months
Classification	Below 24-month threshold	Short-term capital gain
Tax at slab rate (30%)	₹1,94,040 × 30%	₹58,212

Had Arjun waited until 11 January 2028 (24 months from vesting), the same gain would attract 12.5% LTCG tax instead of 30% slab rate. The difference is roughly ₹34,000 on this amount; on larger positions, the saving is measured in lakhs.

Why the 24-month holding period is the trap most employees miss

Does the 12-month LTCG rule apply to NASDAQ or NYSE shares?

No. The 12-month holding period for long-term capital gains applies only to equity shares listed on a recognised stock exchange in India, as defined under Section 2(42A) of the Income Tax Act read with Section 112A. US-listed shares, whether traded on NYSE, NASDAQ, or any other foreign exchange, do not satisfy this condition because they are not listed on a SEBI-recognised Indian exchange and no Securities Transaction Tax (STT) is paid on their sale. Under Indian tax law, these shares are therefore treated as unlisted securities, making the 24-month threshold under Section 112 the applicable test.

This distinction traps a large number of engineers and senior professionals who sell their US RSU shares between 12 and 23 months after vesting, assuming they qualify for 12.5% LTCG treatment. They do not. The gain is taxed at the applicable slab rate, which at 30% plus cess is 31.2%, rather than 12.5%. On a position worth ₹50 lakh, that difference is approximately ₹9.5 lakh in additional tax.

The holding period clock starts on the vesting date, not the grant date. A grant issued in January 2024 that vests in January 2026 has a vesting date of January 2026. The 24-month period for LTCG runs from that vesting date.

The ₹1.25 lakh LTCG exemption under Section 112A does not apply to US shares. That exemption is available only for Section 112A assets, which are equity shares listed on an Indian exchange with STT paid on both purchase and sale.

Capital gains rate summary for US company RSU shares:

Holding period from vesting	Classification	Tax rate (FY 2025-26)
Less than 24 months	Short-term capital gain	Applicable slab rate (up to 31.2% with cess)
24 months or more	Long-term capital gain	12.5% (no indexation, no ₹1.25L exemption)

How the SBI TTBR works and why getting the rate wrong creates a mismatch

Every INR conversion in your RSU tax calculation must use the State Bank of India Telegraphic Transfer Buying Rate (SBI TTBR) on the relevant date, as prescribed under Rule 26 of the Income-tax Rules, 1962. There are three conversion dates in a typical RSU cycle.

At vesting, use the SBI TTBR for the vesting date to convert the USD share price to INR perquisite value. This is the rate your employer should use for TDS purposes and for Form 16 / Form 12BA. At sale, use the SBI TTBR for the sale date to convert the USD sale proceeds to INR sale consideration. For dividend income, if any, use the SBI TTBR for the last day of the month preceding the month of receipt, as required under Rule 115.

A mismatch between the rate used by your employer in Form 16 and the rate you report in Schedule CG of ITR-2 will generate a notice. Verify the SBI TTBR from the RBI’s FBIL data or the SBI’s historical exchange rate table and reconcile it against your broker statement before filing. The AIS (Annual Information Statement) may reflect a different INR figure if reported by your broker or counterparty using a different convention.

Sell-to-cover: how your employer settles TDS on foreign RSUs

Most US companies with Indian employees handle the vesting-stage TDS obligation through a sell-to-cover arrangement. On the vesting date, the equity plan broker appointed by the company automatically sells a portion of the vested shares. The USD proceeds are remitted to the Indian entity or converted to INR, which is then used to pay the TDS liability on the perquisite. The employee receives the remaining shares in their brokerage account.

The number of shares sold under sell-to-cover is computed at the vest-day price. Because the number is rounded up to whole shares, employees often receive slightly fewer shares than a precise TDS calculation would suggest. The perquisite in Form 16 and Form 12BA should reflect the full 200 shares (in the Arjun example above), not the 140 retained, because all 200 vested and the full FMV of all 200 is the taxable perquisite.

The cost basis of the 60 shares sold to cover is their FMV at vesting. If the USD price used for the sale differs from the FMV used for the perquisite calculation (because of intraday movement between the vest event and the actual sale transaction), a small discrepancy can arise. Document both figures from your broker statement and Grant Summary to reconcile.

Schedule FA: what to disclose and the financial year versus calendar year mismatch

What must be disclosed in Schedule FA and when?

Every Indian Resident and Ordinarily Resident (ROR) taxpayer who holds foreign assets at any point during the relevant calendar year must disclose those assets in Schedule FA of ITR-2. This includes vested RSU shares held in a US brokerage account, the brokerage account itself (as a foreign financial account), and any unvested RSU grant that has been communicated to the employee. Failure to disclose any of these assets can attract a penalty of ₹10 lakh per assessment year per undisclosed asset under the Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015, independently of any income tax payable.

The critical procedural quirk: Schedule FA uses the calendar year (1 January to 31 December), not the Indian financial year (1 April to 31 March). The ITR for FY 2025-26 (AY 2026-27) requires Schedule FA disclosure of assets held at any point during 1 January 2025 to 31 December 2025. An RSU that vested in February 2025 must be disclosed in this Schedule FA even though February 2025 falls within FY 2024-25, not FY 2025-26. The income from that vesting is reported in FY 2024-25, but the asset’s existence during calendar 2025 still requires Schedule FA entry in the FY 2025-26 return.

Schedule FA table mapping for RSU holders:

Asset type	Table in Schedule FA	Key fields
Foreign brokerage account (equity plan broker or self-directed account)	Table A2 (Foreign Custodial Accounts)	Country, account number, initial balance, peak balance, closing balance in INR (SBI TTBR)
Vested RSU shares held in brokerage	Table A3 (Foreign Equity and Debt Interest)	Entity name, nature of interest, date of acquisition, total investment, income derived, closing value in INR
Unvested RSU grants	Table A3	Report separately; value = NIL until vested, but the grant itself is a beneficial interest in a foreign asset

Unvested RSUs are a disclosure obligation even though they generate no taxable income. The grant letter is evidence of a beneficial interest in shares of a foreign company. Many employees omit this and discover the gap only during a scrutiny notice.

Use SBI TTBR on 31 December 2025 for the closing value. For peak value, use the SBI TTBR and share price on the date during calendar 2025 when the combined holding had its highest INR value.

RNOR (Resident but Not Ordinarily Resident) taxpayers are generally exempt from Schedule FA disclosure obligations. NRIs are not required to file Schedule FA for assets held before becoming Indian tax residents. Confirm your residential status under Section 6 of the Income Tax Act before completing Schedule FA.

How to claim the Foreign Tax Credit and avoid double taxation

When is US tax withheld on RSU income?

The answer depends on your employment structure. If your RSUs are granted by the US parent company and you are employed by an Indian subsidiary, the Indian subsidiary typically handles TDS under Section 192 of the Income Tax Act. In this arrangement, the US company may or may not withhold US federal tax at vesting. US federal withholding on RSU perquisite income applies most commonly to US persons; for Indian residents employed through an Indian entity, the US employer’s payroll system may withhold at 22% or 24% federal supplemental rate, or it may not, depending on the company’s internal payroll treatment.

If US tax is withheld, it appears on your brokerage equity award statement and, if applicable, on a Form W-2 issued by the US parent. Only US federal income tax is creditable under the India-US Double Tax Avoidance Agreement (DTAA). US state tax and US Social Security or Medicare taxes are not eligible foreign tax credits.

The mechanism to claim the credit is Form 67 (for FY 2025-26 and earlier years). Form 67 must be filed on the income tax portal before or contemporaneously with your ITR-2. A critical procedural rule under Rule 128(9) of the Income-tax Rules: the Form 67 deadline is the end of the assessment year (31 March 2027 for AY 2026-27). Missing this deadline forfeits your credit permanently. The US tax withheld then becomes a real cost, not a recoverable credit.

FTC calculation worked example:

Component	Amount
RSU perquisite (INR, at SBI TTBR)	₹20,00,000
US federal tax withheld (22% on USD equivalent)	₹4,40,000
Indian tax on same ₹20,00,000 at 30% slab	₹6,00,000
FTC available (lower of US tax and Indian tax on same income)	₹4,40,000
Net Indian tax payable after FTC	₹1,60,000

In Schedule FSI and Schedule TR within ITR-2, report the foreign income, the foreign tax paid, and the FTC claimed. The Form 67 filing is the documentary support. The details in Form 67 must match Schedule FSI exactly. Discrepancies between the two generate defective return notices.

For dividends from US RSU shares: US withholding tax on dividends is 25% (reduced from 30% under the India-US DTAA, provided your broker has a valid W-8BEN on file). This withholding is creditable via Form 67. Capital gains from selling US shares are generally taxable only in India under the DTAA, so no US tax should be withheld on sale proceeds, and no FTC is needed for that leg.

The Income-tax Act 2025 transition: Form 67 becomes Form 44

The Income-tax Act, 2025 came into force on 1 April 2026. It has renumbered provisions and replaced certain forms. For the purposes of RSU taxation, two changes matter.

First, the perquisite provision moves from Section 17(2)(vi) of the 1961 Act to Section 17(1)(d) of the 2025 Act. The operative tax treatment remains unchanged: FMV at vesting is taxable as salary.

Second, Form 67 is replaced by Form 44 under Rule 76 of the Income-tax Rules, 2026, effective for income earned from Tax Year 2026-27 onwards (i.e., FY 2026-27 starting 1 April 2026). The fields and logic are substantially the same. For FY 2025-26 returns filed in 2026, Form 67 remains the correct form. Do not select Form 44 for AY 2026-27 on the income tax portal.

A second regulatory development: CBDT issued draft rules in early 2026 proposing a CA certification requirement for large FTC claims above a specified threshold. These rules were not finalised before the FY 2025-26 filing deadline. Verify the current status on the portal before filing FY 2026-27 returns.

Budget 2026-27 removed the interest-expense deduction against dividend income. This affects the net dividend income calculation from FY 2026-27 onwards but does not change the FTC mechanism or the RSU perquisite treatment.

Old regime versus new regime: which is better when you have US RSU income?

This is a live planning decision for every professional with significant RSU vesting income. The answer is not uniform and depends on the total income composition.

New tax regime (default from FY 2024-25): No deductions under Chapter VI-A (no 80C, 80D, 80G), no HRA exemption, no LTA. Tax rates are lower at lower income bands but converge at higher incomes. For income above ₹24 lakh (FY 2025-26), the 30% slab applies, identical to the old regime.

Old regime: Standard deduction of ₹75,000, plus 80C (up to ₹1.5 lakh), 80D, home loan interest (Section 24b), and other deductions. If total deductions exceed approximately ₹4.75 lakh, the old regime typically produces a lower tax liability.

For RSU holders, the perquisite is salary income that lands squarely in the highest slab in most cases. If the rest of your income composition includes significant deductions (home loan interest, large 80C investments, family health insurance), the old regime can produce a materially lower net liability. If your deductions are modest and you do not own residential property, the new regime’s simpler calculation at equivalent rates is the default that applies without election.

The regime choice must be made before the ITR due date and cannot be switched on the same income within an assessment year for salaried employees without a business income source.

Illustrative comparison for an employee with ₹40 lakh salary + ₹20 lakh RSU perquisite:

Component	Old regime (₹)	New regime (₹)
Total salary income	60,00,000	60,00,000
Standard deduction	(75,000)	(75,000)
80C	(1,50,000)	Not applicable
Home loan interest (Sec 24b)	(2,00,000)	Not applicable
80D	(50,000)	Not applicable
Taxable income	55,25,000	59,25,000
Tax (approximate)	~15,80,000	~16,90,000
Saving in old regime	~₹1,10,000

Flag: Verify the exact slabs and surcharge for the relevant FY before computing. These numbers use FY 2025-26 new regime slabs as notified.

FEMA compliance after selling your US RSU shares

Does FEMA apply to RSU shares granted by a foreign employer?

RSU shares of a US parent company are foreign securities under the Foreign Exchange Management Act, 1999. An Indian resident holding these shares is holding a foreign asset. FEMA regulates both the acquisition and the repatriation of proceeds from such assets.

When RSU shares vest and are held in a US brokerage account, the continued holding is generally permitted under the Liberalised Remittance Scheme (LRS) framework and the general permission for employees of Indian companies to hold foreign securities under FEMA (Transfer or Issue of any Foreign Security) Regulations. No specific RBI approval is required as long as the grant is made by the employer in the ordinary course of employment and the shares are acquired pursuant to an employee stock plan.

However, once vested shares are sold and the sale proceeds sit as cash in the US brokerage account, FEMA requires those proceeds to be either reinvested in permissible investments or repatriated to India within 180 days of receipt. Allowing USD cash to remain idle in the brokerage account beyond 180 days without reinvesting or repatriating it is technically a FEMA violation. The regulation is aimed at preventing the conversion of a foreign securities holding into a foreign savings account.

The practical implication: if you sell RSU shares, either reinvest the proceeds in another permissible foreign security or transfer the INR equivalent to your Indian bank account within the 180-day window. Rolling proceeds from one US stock into another is compliant. Parking cash while deciding what to buy next is acceptable for a short period, but an indefinitely idle balance invites scrutiny.

Repatriation of RSU sale proceeds requires no special RBI approval and is processed through your bank via a standard SWIFT transfer. Declare the nature of the inward remittance as sale of foreign securities. Maintain your broker statement, the original RSU grant letter, and the vesting confirmation as supporting documents.

The residential status question: how it changes everything

Tax treatment of US RSU income in India is entirely dependent on residential status under Section 6 of the Income Tax Act.

Resident and Ordinarily Resident (ROR): Taxed on worldwide income. Both the perquisite at vesting and capital gains at sale are taxable in India. Schedule FA disclosure is mandatory. Form 67 for FTC (if US tax withheld).

Resident but Not Ordinarily Resident (RNOR): Taxed only on India-sourced income and income received in India. RSU income received in a foreign account from a foreign employer is generally not taxable in India during the RNOR period. Schedule FA obligations are typically relaxed. This creates a significant planning window for professionals returning from the US to India: vesting RSUs during the RNOR period (which can last up to two years after return, depending on prior NRI period) can legitimately reduce or eliminate the Indian perquisite tax on those tranches.

Non-Resident Indian (NRI): Taxed only on India-sourced income. US company RSU income vesting while the individual is an NRI is generally not taxable in India. Schedule FA does not apply.

RNOR status qualifies under Section 6 if the individual was a non-resident for 9 of the 10 immediately preceding years, or was in India for fewer than 730 days in the 7 years preceding the current year. A professional who worked in the US for six years and returned in FY 2025-26 may qualify for RNOR. The precise computation requires reviewing the day count from passport stamps and travel records.

The returning professional trap: Many individuals who return to India from the US assume they remain NRIs for at least one full year. This is wrong. Residential status is determined each financial year based on actual days in India under Section 6(1). An individual who was in India for 182 days or more in FY 2025-26 is a resident for that year. Whether they are ROR or RNOR depends on the look-back test. Getting this classification wrong results in either over-reporting (and overpaying) or under-reporting (and creating compliance risk) on RSU income.

Advance tax on capital gains: the quarterly obligation

If your RSU sale generates capital gains that, together with other advance tax obligations, create a liability exceeding ₹10,000 in a financial year, you must pay advance tax in four quarterly instalments under Sections 207 to 219 of the Income Tax Act.

Advance tax schedule (FY 2025-26):

Instalment	Due date	Percentage of advance tax payable
First	15 June 2025	15%
Second	15 September 2025	45% (cumulative)
Third	15 December 2025	75% (cumulative)
Fourth	15 March 2026	100% (cumulative)

The employer handles TDS on the perquisite at vesting under Section 192, so Stage 1 is typically covered through payroll. Stage 2 (capital gains on sale) is your individual responsibility. If you sell RSU shares in, say, October 2025, the capital gains tax on that sale must be included in your December and March advance tax instalments. Failure to pay on time attracts interest under Sections 234B (for default in paying advance tax) and 234C (for deferment of advance tax instalments).

The advance tax on capital gains is computed on the gain, not the gross sale proceeds. Use your actual FMV cost basis from the vesting date, not zero and not the original grant price.

Lot-level tracking: why multiple vest tranches need individual cost basis records

Every RSU vest event creates a separate lot of shares with its own vesting date, its own FMV cost basis, and its own independent 24-month holding period clock. This is not a bookkeeping nicety; it directly determines your capital gains rate on every sale.

Consider an employee with quarterly vesting RSUs. Four tranches vest across a calendar year, each at a different share price and a different SBI TTBR. The tranche vesting in January has a different cost basis per share than the tranche vesting in October, and their 24-month clocks expire at different points in time. Selling shares from the January tranche at 25 months qualifies for 12.5% LTCG. Selling shares from the October tranche at the same time puts them at only 15 months, attracting slab-rate STCG. The tax outcome on the same number of shares sold on the same day differs by nearly 19 percentage points depending on which lot you are selling from.

Indian tax law generally applies FIFO (First-In-First-Out) to identify which lot is being sold when shares from multiple vests sit in the same brokerage account, unless lots are specifically identified at the time of sale. FIFO works in your favour when older tranches have both a lower cost basis and a longer holding period, which is typically the case for employees who have been vesting over several years. It works against you if you are selling during a market dip and the oldest lots happened to vest at higher prices, generating a capital loss on FIFO assignment that cannot be used as freely as a capital gain.

Practical implication: Maintain a vest-by-vest record that shows, for each lot, the number of shares, the vest date, the USD FMV, the SBI TTBR, the INR cost basis per share, and the 24-month LTCG eligibility date. Most US equity plan brokers provide a Grant and Vesting Summary report that contains the vest-date FMV in USD; you apply the SBI TTBR to get the INR figure. Your CA uses this record to compute capital gains correctly on ITR-2.

If you sell only a portion of a vest tranche, the cost basis per share for the unsold remainder is unchanged; it remains the vest-date FMV for that specific tranche.

Currency movement and INR capital gains: the silent tax on flat US stocks

A point that surprises many RSU holders when they first compute their Indian capital gains: even if the share price in USD is identical on the vest date and the sale date, you may owe INR capital gains tax. This happens because INR typically depreciates against USD over time, which inflates your INR sale proceeds relative to your INR cost basis, creating a taxable gain entirely from currency movement.

The mechanism is straightforward. Your cost basis is the vest-date INR value: USD price × SBI TTBR at vesting. Your sale proceeds are the sale-date INR value: USD price × SBI TTBR at sale. If the stock price is flat but the rupee has depreciated, your sale-date TTBR is higher than your vest-date TTBR, and the INR sale proceeds exceed the INR cost basis. That difference is a taxable capital gain even though you made zero return in USD terms.

Worked illustration:

Component	Vest (Jan 2026)	Sale (Feb 2028)
USD share price	USD 200	USD 200 (unchanged)
SBI TTBR	₹84.00	₹87.50
INR value per share	₹16,800	₹17,500
INR gain per share		₹700
Classification		LTCG (held 25 months)
Tax at 12.5%		₹87.50 per share

On 100 shares, that is ₹8,750 in tax on a position that returned exactly zero in dollar terms. On larger positions, currency-driven LTCG runs into lakhs.

The inverse is also true but less commonly discussed: if the rupee appreciates between vest and sale (rare historically, but possible), your INR sale proceeds will be lower than your INR cost basis, producing an INR capital loss even on a USD gain. This loss can be set off against other capital gains of the same or shorter holding period in the same financial year.

There is no mechanism under current Indian tax law to index cost basis for currency movement, strip out the currency component, or treat it differently from appreciation in the underlying stock. The entire INR gain, regardless of cause, is taxable under Section 112. Planning for currency exposure therefore requires modelling both the share price return and the expected USD/INR movement over the intended holding period.

Section 54F: can you exempt LTCG from US RSU sales by buying a house?

Can LTCG from selling US RSU shares be exempted under Section 54F?

Yes, subject to conditions. Section 54F of the Income Tax Act, 1961 (Section 86 of the Income-tax Act, 2025 from FY 2026-27) provides that long-term capital gains arising from the sale of any long-term capital asset other than a residential house are exempt if the net sale consideration is reinvested in a new residential house property in India within specified timelines. US RSU shares sold after 24 months from vesting qualify as a long-term capital asset. Their LTCG is eligible for Section 54F exemption.

This is a significant planning option for senior employees and returning professionals who hold substantial RSU positions and are considering purchasing residential property in India. An employee who vests ₹2 crore worth of RSUs at a US company, holds for 24 months, then sells and uses the proceeds to buy a flat in Mumbai or Bengaluru, can potentially eliminate the 12.5% LTCG tax (₹25 lakh on a ₹2 crore gain) by reinvesting within the Section 54F timelines.

Section 54F conditions that must be satisfied:

Condition	Detail
Asset type	The sold asset must be a long-term capital asset other than a residential house. US RSU shares held 24+ months qualify.
Residential status	Available to individuals and HUFs. Not available to companies or firms.
Reinvestment: purchase	New residential house in India purchased within 1 year before or 2 years after the date of sale.
Reinvestment: construction	New residential house in India constructed within 3 years of the date of sale.
One-house rule	On the date of sale, the taxpayer must not own more than one other residential house (other than the new house).
Exemption cap	Maximum exemption capped at ₹10 crore per assessment year (effective from AY 2024-25 onwards under Section 54F as amended).
Proportional exemption	If only part of the sale consideration is reinvested, the exemption is proportional: LTCG × (cost of new house / net sale consideration).
Lock-in	The new house must not be sold within 3 years of purchase/construction, else the exemption is reversed.

The Capital Gains Account Scheme (CGAS) allows you to park the sale proceeds in a designated bank account if you are unable to reinvest within the ITR filing deadline. Amounts deposited in a CGAS account before the ITR due date are treated as reinvested for Section 54F purposes, giving you additional time to close the property purchase.

Common mistakes that cost RSU holders money and generate notices

Mistake 1: Using the wrong cost basis for capital gains. The cost of acquisition for capital gains is the FMV at vesting converted to INR at SBI TTBR, the same amount already taxed as salary. Using zero cost (treating RSUs as free shares with no basis) or using the original grant price as the cost results in double taxation on the perquisite value, which was already taxed at vesting. The error is usually caught by the AIS mismatch process but the financial impact can be significant.

Mistake 2: Applying the 12-month LTCG holding period to US shares. Described in detail above. The 24-month threshold for unlisted / foreign securities under Section 112 applies. Selling between 12 and 23 months and reporting LTCG at 12.5% will generate a tax demand with interest.

Mistake 3: Missing the Form 67 deadline. Form 67 must be filed before the ITR due date (31 July 2026 for AY 2026-27 for non-auditable taxpayers). Under amended Rule 128(9), there is a concessional window to file Form 67 up to the end of the assessment year (31 March 2027), but only if the ITR itself was filed on time. Missing both deadlines permanently forfeits the credit. Many employees discover the missed filing only when reviewing their refund status.

Mistake 4: Omitting Schedule FA or completing only one table. RSU shares sitting in a US brokerage account require both Table A2 (the brokerage account) and Table A3 (the equity interest). Completing only A3 is an incomplete disclosure. Table A2 captures the custodial account; Table A3 captures the specific equity holding within it. Leaving A2 blank is one of the most frequently flagged deficiencies in CRS and FATCA-matched returns.

Mistake 5: Not accounting for the FY versus calendar year mismatch in Schedule FA. An RSU that vested in February 2025 is a FY 2024-25 tax event but a calendar 2025 Schedule FA disclosure item. The income goes in the FY 2024-25 return; the asset existence during 2025 goes in the FY 2025-26 Schedule FA. Many employees report neither, believing that since the income was already taxed in FY 2024-25, nothing more is needed in the FY 2025-26 return. This is wrong: the asset disclosure obligation in Schedule FA is annual and independent of whether income was generated.

Mistake 6: Assuming the RNOR window automatically exists. RNOR status requires a specific look-back calculation. An employee who returned from the US in April 2023 may have been an ROR from FY 2024-25 onwards depending on their prior NRI period. Once ROR, all worldwide income is taxable. Relying on assumed RNOR status without verifying the Section 6 day count is a common and expensive error.

Mistake 7: Ignoring advance tax on capital gains. The employer’s TDS covers the perquisite. It does not cover the capital gains tax on shares sold after vesting. If you sell shares and owe more than ₹10,000 in capital gains tax for the year, advance tax instalments are mandatory. Discovering a six-lakh capital gains liability at ITR filing time, with no advance tax paid, results in interest charges under Sections 234B and 234C that are entirely avoidable.

How Treelife approaches US RSU tax engagements

Treelife has worked with over 250 startups and their employees on equity compensation structuring, and our tax advisory team handles cross-border RSU compliance for employees of US, UK, and European multinationals with Indian operations. For US stock RSU engagements, a typical scope includes residential status determination under Section 6, perquisite reconciliation against Form 16 and brokerage statements, Schedule FA preparation (Tables A2, A3, and where applicable F), capital gains computation with holding period analysis, Form 67 filing or FY 2026-27 Form 44 filing, FEMA compliance review of repatriation obligations, and advance tax modelling for mid-year vest events.

If you are also evaluating how RSUs compare to ESOPs as an employee or employer, our RSU vs ESOP guide covers the structural and tax comparison in detail.

For employers designing or reviewing equity programmes for Indian employees of US-listed parent companies, our ESOP and Advisor Equity service covers scheme structuring, MCA compliance, and cross-border FEMA clearances.

Frequently asked questions

Q: At what point are US company RSUs taxed in India?
A: At two points. First, at vesting: the full FMV of the shares on the vesting date is taxable as salary income under Section 17(2)(vi) of the Income Tax Act, 1961 (Section 17(1)(d) under the 2025 Act from FY 2026-27). Second, at sale: the gain above the FMV cost basis is taxable as capital gains under Section 112.

Q: What is the capital gains tax rate on US RSU shares sold by an Indian resident?
A: For shares held 24 months or more from the vesting date: 12.5% LTCG under Section 112, without indexation, and without the ₹1.25 lakh exemption (which applies only to Section 112A assets, i.e., Indian-listed equity). For shares held less than 24 months: short-term capital gains at the applicable income tax slab rate, up to 31.2% with cess.

Q: Do I need to file Schedule FA if my RSUs have not vested yet?
A: Yes, if you are an ROR taxpayer and the unvested RSU grant represents a beneficial interest in shares of a foreign company. Schedule FA covers foreign assets, including beneficial interests, held at any point during the relevant calendar year. Include unvested grants in Table A3.

Q: What is the Form 67 deadline for FY 2025-26?
A: Form 67 should be filed before or simultaneously with your ITR-2. Under Rule 128(9), it can be filed up to the end of the assessment year (31 March 2027 for AY 2026-27), provided your ITR was filed on time. Filing after the end of the assessment year forfeits the credit permanently.

Q: Form 67 or Form 44: which one do I use?
A: Form 67 applies to income earned up to FY 2025-26 (AY 2026-27 returns filed in 2026). Form 44 applies from Tax Year 2026-27 onwards under the Income-tax Act, 2025. Select carefully on the portal; the transition is effective from 1 April 2026 income onwards.

Q: What exchange rate should I use to convert USD RSU income to INR?
A: Use the SBI TT Buying Rate (SBI TTBR) on the relevant date: vest date for the perquisite, sale date for the capital gains consideration, and the last day of the month preceding the month of receipt for dividend income (Rule 115 and Rule 26 of the Income-tax Rules, 1962).

Q: Is the ₹1.25 lakh LTCG exemption available on US stock RSU gains?
A: No. The ₹1.25 lakh annual exemption under Section 112A applies only to listed Indian equity and equity mutual funds where STT is paid on purchase and sale. US-listed shares are treated as unlisted foreign securities under Indian tax law. The full LTCG of 12.5% applies from the first rupee of gain.

Q: How does FEMA apply to US RSU shares held in a foreign brokerage account?
A: Holding RSU shares received from a foreign employer in a foreign brokerage account is generally permitted under FEMA. Once shares are sold and the proceeds are in cash in the foreign account, Indian residents must reinvest those proceeds in permissible foreign investments or repatriate the funds to India within 180 days under the LRS framework. Idle cash beyond 180 days is technically a FEMA violation.

Q: Do I owe advance tax on capital gains from RSU sales?
A: Yes, if the total tax payable (after TDS credit) exceeds ₹10,000. The employer’s TDS covers the perquisite at vesting. Capital gains tax on shares sold is your individual obligation, payable in quarterly advance tax instalments under Sections 207 to 219. Failure to pay advance tax attracts interest under Sections 234B and 234C.

Q: I returned from the US recently. Am I ROR or RNOR for RSU tax purposes?
A: This requires a Section 6 day-count analysis using your actual travel records for the current financial year and the preceding 10 years. RNOR status, which significantly reduces Indian tax on foreign RSU income, applies if you were a non-resident for 9 of the 10 immediately preceding years or were in India for fewer than 730 days in the preceding 7 years. Do not assume RNOR without verifying the calculation; ROR triggers worldwide income taxation.

Q: If my employer already deducted TDS on the RSU perquisite, is there any Indian tax left to pay on the same income?
A: Possibly. The TDS under Section 192 is a withholding on your estimated liability for that financial year. If the TDS rate applied was lower than your effective tax rate (because, for example, the vest happened early in the year before your total income was clear), there may be a balance payable at ITR filing. Check your Form 26AS and AIS for the TDS credit and reconcile against your actual tax liability.

Q: Can I claim the Foreign Tax Credit if US state tax was withheld on my RSU vesting income?
A: No. Only US federal income tax qualifies for credit under the India-US DTAA. US state-level withholding (California, New York, etc.) is not creditable under the treaty. It is also not deductible as an expense for Indian tax purposes. It is an irrecoverable cost.

Q: What ITR form should I file if I have US RSU income?
A: ITR-2. You cannot file ITR-1 (Sahaj) if you hold any foreign asset or have foreign income. ITR-2 includes Schedule FSI (foreign source income), Schedule TR (tax relief), Schedule CG (capital gains), and Schedule FA (foreign assets), all of which are required for US RSU holders. If you have business or professional income in addition, ITR-3 applies instead.

Q: Does the sell-to-cover arrangement affect my Schedule FA reporting?
A: Sell-to-cover involves selling a portion of vested shares on the vest date to fund TDS. Those sold shares are a disposed asset, so they do not appear in your year-end Schedule FA holding. Only the shares retained in your brokerage account at any point during the calendar year (and at year-end) appear in Schedule FA. The income from the sell-to-cover sale is included in the perquisite value in your Form 16, not reported separately as a capital gains event.

Q: I have multiple RSU vest tranches from different quarters. How does lot tracking work for capital gains?
A: Each vest tranche is a separate lot with its own INR cost basis (vest-date FMV × SBI TTBR) and its own 24-month clock from that vest date. Indian tax law applies FIFO unless you specifically identify the lot being sold. Maintain a vest-by-vest record so your CA can compute gains correctly; the difference between STCG (31.2%) and LTCG (12.5%) on a single lot can run into lakhs depending on position size.

Q: My US stock price was flat in USD but I still owe capital gains in India. Why?
A: INR depreciation creates a taxable gain even on zero USD return. Your cost basis is vest-date USD FMV × vest-date SBI TTBR. Your sale proceeds are sale-date USD price × sale-date SBI TTBR. If the rupee has depreciated between the two dates, the INR proceeds exceed the INR cost basis, producing a taxable capital gain under Section 112 regardless of your USD P&L. There is no mechanism to strip out the currency component; the full INR gain is taxable.

Q: Can I use Section 54F to save capital gains tax on my US RSU sale proceeds if I buy a house in India?
A: Yes, if the shares were held for 24 months or more from the vesting date. Section 54F exempts LTCG from the sale of any long-term capital asset (other than a residential house) when the net sale consideration is reinvested in a new Indian residential property within 2 years of sale (or 3 years if constructing). The exemption is proportional if only part of the proceeds are reinvested, is capped at ₹10 crore per AY, and requires you to own no more than one other residential house at the date of sale. The new property must not be sold within 3 years.

Regulatory references:-

• Income Tax Act, 1961: Section 6 (residential status), Section 17(2)(vi) (perquisite), Section 90 (DTAA relief), Section 112 (LTCG on unlisted assets), Section 192 (TDS on salary), Sections 207 to 219 (advance tax), Sections 234B and 234C (interest on advance tax default)
• Income-tax Act, 2025: Section 6 (residential status), Section 17(1)(d) (perquisite, effective FY 2026-27), Section 159 (DTAA relief)
• Income-tax Rules, 1962: Rule 26 (exchange rate for perquisite), Rule 115 (exchange rate for income from outside India), Rule 128 (foreign tax credit procedure, Form 67)
• Income-tax Rules, 2026: Rule 76 (Form 44 replacing Form 67, effective Tax Year 2026-27)
• Finance (No. 2) Act, 2024: Capital gains rate revision effective 23 July 2024 (STCG on equity raised to 20%; LTCG raised to 12.5%; exemption threshold raised to ₹1.25 lakh under Section 112A)
• Income Tax Act, 1961: Section 54F (LTCG exemption on reinvestment in residential property, cap of ₹10 crore per AY from AY 2024-25)
• Income-tax Act, 2025: Section 86 (Section 54F equivalent, effective FY 2026-27)
• Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015: Penalty provisions for Schedule FA non-disclosure
• FEMA (Transfer or Issue of any Foreign Security) Regulations: Holding and repatriation of foreign securities by Indian residents
• India-US DTAA (Double Tax Avoidance Agreement): Article 25 (relief from double taxation), dividend withholding provisions