Dividend Repatriation from India: Tax, DTAA & Process

How Dividend Taxation Works for Foreign Companies in India

Since the abolition of the Dividend Distribution Tax (DDT) on 1 April 2020, the tax burden on dividends has shifted from the distributing company to the shareholder. For foreign parent companies receiving dividends from their Indian subsidiaries, this means dividends are now subject to withholding tax (TDS) at the time of payment.

This article is part of our Complete Guide to Profit Repatriation and Cross-Border Payments from India. Here we dive deep into the specific mechanics of dividend repatriation — the tax rates, treaty benefits, compliance forms, and banking process that foreign companies must navigate to move dividend income out of India efficiently.

The domestic rate on dividends paid to a non-resident company is 20% under section 207(1) (Table, Sl. Nos. 1-3) of the Income-tax Act, 2025 (section 115A of the Income-tax Act, 1961), and the Indian company must deduct that tax at source under section 393(2) of the Income-tax Act, 2025 (Table, Sl. No. 17; section 195 of the Income-tax Act, 1961). However, if the recipient's country has a Double Taxation Avoidance Agreement (DTAA) with India, the treaty rate — which is typically lower — can be applied instead. When the DTAA rate applies, no surcharge or health and education cess is levied on top of the treaty rate, making the effective savings significant.

Withholding Tax Rates: Domestic vs. DTAA

Domestic Rate (No Treaty)

Without a DTAA, dividends paid to non-resident shareholders attract:

• TDS rate: 20%
• Surcharge: Applicable based on income slab (up to 15%)
• Health and education cess: 4%
• Effective rate: 20.8% to 23% depending on surcharge applicability

DTAA Treaty Rates for Key Countries

India has DTAAs with over 95 countries. The dividend withholding rates under the most commonly used treaties are:

Key point: when DTAA rates apply, no surcharge or cess is charged on top. So a 10% treaty rate means an effective 10% — not 10% plus cess.

How to Claim DTAA Treaty Benefits

Treaty benefits are not automatic. The Indian company paying the dividend must obtain and retain specific documentation from the foreign shareholder before applying the reduced withholding rate.

Required Documents from the Foreign Shareholder

1. Tax Residency Certificate (TRC) — Issued by the tax authority of the shareholder's home country, confirming their tax residency status. This is the foundational document for treaty eligibility.
2. Form 41 (formerly Form 10F) — A self-declaration filed on the Indian Income Tax portal by the non-resident, providing details like tax identification number, residential status, and article of the DTAA being relied upon.
3. Beneficial Ownership Declaration — A declaration confirming that the recipient is the beneficial owner of the dividend income and not merely a conduit or pass-through entity.
4. No Permanent Establishment Declaration — A declaration confirming that the dividend income is not effectively connected to a permanent establishment (PE) in India.
5. PAN of the non-resident — While not mandatory for treaty benefit claims, having a PAN avoids the higher TDS rate under section 397(2) of the Income-tax Act, 2025 (section 206AA of the Income-tax Act, 1961).

Without these documents, the Indian company must withhold at the domestic rate of 20% plus surcharge and cess. The non-resident can then claim a refund by filing an Indian income tax return, but this process typically takes 12–24 months.

The Forms 145 and 146 Process

Before any foreign remittance can leave India — including dividend payments — the Forms 145 and 146 compliance process must be completed. This is India's mechanism to verify that taxes have been properly deducted before funds are sent abroad.

Form 146: Chartered Accountant Certificate

Form 146 is a certificate issued by a practising Chartered Accountant (CA) in India. The CA verifies:

• The nature of the remittance (dividend distribution)
• The applicable tax rate (domestic or DTAA)
• That TDS has been correctly deducted and deposited with the government
• The relevant DTAA provisions being relied upon
• The TRC, Form 41, and beneficial ownership documents are in order

The CA uploads Form 146 directly to the Income Tax portal. Typical CA fees for Form 146 range from INR 5,000 to INR 15,000 per remittance.

Form 145: Self-Declaration by the Remitter

After Form 146 is uploaded, the Indian company files Form 145 on the Income Tax portal. Form 145 has four parts, and for dividend remittances, Part C (remittances exceeding INR 5 lakh with a CA certificate) is typically applicable.

The filed Form 145 generates an acknowledgment number that must be provided to the Authorized Dealer (AD) bank before the bank will process the outward remittance.

Step-by-Step: Forms 145 and 146 Filing

1. Indian subsidiary's board passes a dividend declaration resolution
2. Collect TRC, Form 41, and beneficial ownership declaration from the foreign shareholder
3. Deduct TDS at the applicable rate (domestic or DTAA) and deposit with the government via challan
4. Engage a CA to issue Form 146 on the Income Tax portal
5. File Form 145 Part C on the Income Tax portal, referencing the Form 146 acknowledgment
6. Submit the Form 145 acknowledgment to the AD bank along with the remittance request
7. The AD bank verifies FEMA compliance and processes the outward remittance via SWIFT

RBI and FEMA Compliance for Dividend Remittances

Dividend remittances from India are governed by the Foreign Exchange Management Act (FEMA), 1999 and regulated by the Reserve Bank of India (RBI). The good news: dividend remittances by Indian companies to their foreign shareholders fall under the automatic route — no prior RBI approval is required.

Key FEMA Requirements

• Remittance through AD bank only — All foreign remittances must be processed through an Authorized Dealer Category I bank. Direct wire transfers without AD bank involvement are prohibited.
• No USD 1 million cap for companies — The USD 1 million annual limit under the Liberalised Remittance Scheme (LRS) applies only to individuals. Companies can remit dividends without any monetary ceiling, provided all tax and FEMA compliance is in order.
• Source of funds verification — The AD bank will verify that the dividend is being paid out of accumulated profits and that the company has sufficient reserves.
• Annual FLA Return — While the FLA Return is filed by companies that have received FDI, the dividend payment data also feeds into the RBI's balance of payments records.

Transfer Pricing Considerations

If the Indian subsidiary and the foreign parent are related parties (which they almost always are), the dividend distribution itself is not a transfer pricing issue. However, the overall intercompany arrangements — management fees, royalties, service charges — are scrutinised alongside dividend policy. Tax authorities may question why excessive management fees are being paid when dividends could be distributed instead, or vice versa.

Practical Process: End-to-End Dividend Repatriation

Phase 1: Board Resolution and Declaration (Day 1–5)

1. Board of directors passes a resolution declaring an interim or final dividend
2. For final dividends, shareholder approval at the Annual General Meeting is required
3. Ensure the company has sufficient distributable profits per Section 123 of the Companies Act, 2013
4. Verify that the company is current on all statutory compliances (no pending defaults)

Phase 2: Tax Compliance (Day 5–15)

1. Collect TRC, Form 41, and declarations from the foreign shareholder
2. Determine the applicable withholding rate (domestic 20% or DTAA rate)
3. Deduct TDS on the gross dividend amount
4. Deposit TDS with the government within 7 days of the end of the month in which the deduction was made
5. Issue Form 16A (TDS certificate) to the foreign shareholder

Phase 3: Remittance Compliance (Day 15–25)

1. Engage a CA to issue Form 146
2. File Form 145 Part C on the Income Tax portal
3. Submit remittance application to the AD bank with: Form 145 acknowledgment, board resolution, TDS challan, DTAA documents, and bank details of the foreign shareholder
4. AD bank processes the SWIFT transfer — typically completed within 2–5 business days

Total timeline from board resolution to funds received by the foreign parent: typically 20–30 business days.

Common Mistakes in Dividend Repatriation

1. Applying DTAA Rate Without Collecting TRC First

The most frequent error. Companies apply the reduced treaty rate based on verbal assurances from the foreign shareholder, without actually obtaining the TRC and Form 41. During a tax audit, the assessing officer will disallow the treaty benefit and demand the differential TDS plus interest at 1% per month.

2. Filing Form 145 Before Form 146

Form 145 Part C requires the Form 146 acknowledgment number. Filing Form 145 without Form 146, or using Part A/B instead of Part C when a CA certificate is required, leads to bank rejection of the remittance request.

3. Ignoring Section 397(2) — No PAN Penalty

If the non-resident does not have an Indian PAN, TDS may be required at 20% or the domestic rate, whichever is higher, under section 397(2)(b)(i)(C). Under the 1961 Act, Rule 37BC and CBDT guidance relieved a non-resident from section 206AA where it furnished a TRC, a tax identification number, and other prescribed details. Section 397(2) of the Income-tax Act, 2025 narrows that relief to cases "as may be prescribed", so from 1 April 2026 do not assume the old documentary relief survives — confirm the position under the rules prescribed for section 397(2) before withholding at the treaty rate for a payee without a PAN.

4. Not Accounting for Dividend on Record Date

TDS must be deducted at the time of credit to the shareholder's account or at the time of payment, whichever is earlier. Companies that declare dividends but delay payment sometimes miss the TDS deposit deadline, triggering interest and penalty.

5. Overlooking State-Level Compliance

While dividend repatriation is primarily a central government matter (Income Tax and RBI), some states impose professional tax on directors receiving income. This does not directly affect the foreign shareholder but can impact the Indian subsidiary's compliance status.

Tax Planning Strategies

Structuring Through Treaty-Friendly Jurisdictions

The choice of holding structure significantly impacts the effective tax rate on dividends. For example:

• Netherlands or Singapore holding company — 10% dividend WHT under their respective DTAAs, compared to 20% domestic rate
• UK holding company — 10% if the UK entity holds at least 10% of shares
• Mauritius — While the India-Mauritius DTAA was amended in 2016 to remove capital gains benefits, dividend withholding provisions vary by amendment date

Important: Treaty benefits are subject to Limitation of Benefits (LOB) and Principal Purpose Test (PPT) provisions. Shell companies set up solely for treaty shopping will be denied treaty benefits. The foreign entity must demonstrate commercial substance in its jurisdiction of incorporation.

Timing of Dividend Declaration

The Indian financial year runs April to March. Declaring dividends early in the financial year (April–June) gives the Indian subsidiary more time to complete compliance formalities and the foreign parent more time to claim Foreign Tax Credits (FTC) in its home jurisdiction before the home-country tax filing deadline.

Interim vs. Final Dividends

Interim dividends can be declared by the board of directors without shareholder approval, allowing more frequent and flexible repatriation. However, interim dividends must be paid out of surplus in the profit and loss account and cannot exceed the average rate of dividends declared in the preceding three financial years.

Cost of Dividend Repatriation

Key Takeaways

• Dividends to non-residents attract 20% TDS under domestic law, but DTAA treaty rates of 10–15% are available for most major investment source countries.
• Collect TRC and Form 41 before applying the reduced rate — applying the treaty rate without documentation exposes the company to interest and penalties on shortfall.
• The Forms 145 and 146 process must be completed before the AD bank will release funds. Budget 2–3 weeks for the full compliance cycle.
• Dividend remittances are on the automatic route under FEMA — no RBI approval is needed, and there is no monetary ceiling for companies.
• Structure your holding company jurisdiction to optimise the effective dividend WHT rate, but ensure commercial substance to withstand treaty shopping challenges.
• Consider interim dividends for more frequent repatriation rather than waiting for the annual final dividend.