How RSU tax works in India
Restricted Stock Units (RSUs) are taxed at two separate points in their life: once when theyvest, and again when you eventually sell the shares. The grant date — when your employer first promises you the RSUs — is not a taxable event at all; nothing is taxed until the shares actually vest and become yours.
Vesting: taxed as salary (a "perquisite")
On each vesting date, the fair market value (FMV) of the shares that vest — converted to rupees using the SBI TT buying rate — is added to your salary income as a perquisite under Section 17(2). It's taxed at your normal slab rate, exactly like any other part of your CTC. There is no special "RSU rate" — it simply stacks on top of your other taxable income for the year, which is why the tax impact is best measured as the incremental tax your total income moves into, not a flat percentage.
Sell-to-cover: how the tax usually gets paid
Because this perquisite is a paper gain — you haven't received cash, just shares — employers typically use "sell-to-cover": on vesting, a portion of your newly-vested shares is automatically sold and the proceeds are used to pay the TDS on the perquisite. You're left holding the remaining shares. Sell-to-cover withholding is usually done at a standard flat rate and may not exactly match your real marginal tax liability, especially once surcharge kicks in at higher incomes — so you may owe a top-up, or occasionally get a refund, when you file your return.
Sale: capital gains on top of the perquisite
When you later sell the vested shares, you pay capital gains tax on the difference between your sale proceeds and your cost basis — and your cost basis is the same FMV that was already taxed as a perquisite at vesting, so you aren't taxed twice on that amount. For US-listed (or any other foreign or unlisted) stock, gains are computed under the general capital assets rules: long-term if held more than 24 months from vesting, taxed at 12.5% withno exemption. Short-term gains (24 months or less) are taxed at your slab rate. This is different from Indian-listed equity, which gets the more generous Section 112A treatment — a 12-month LTCG threshold and a ₹1.25 lakh annual exemption — because that regime is specifically tied to shares traded on an Indian exchange with Securities Transaction Tax (STT) paid.
The double-taxation angle: US withholding and DTAA credit
If your RSUs are in a US company, the US may withhold tax on dividends paid on those shares (commonly 25% under the India-US tax treaty). Separately, India taxes the full vesting perquisite and any capital gains on sale as part of your worldwide income, since you're a resident. To avoid paying tax twice on the same dividend income, you can claim credit for the US tax actually withheld by filing Form 67 along with your Indian tax return, under the India-US Double Taxation Avoidance Agreement (DTAA). This only covers foreign tax actually paid — it doesn't offset the Indian perquisite or capital gains tax, which are calculated on the full Indian-currency value regardless of what happened abroad.
Schedule FA: report it every year, even if you don't sell
If you hold shares of a foreign company — including unsold RSUs vested from a US parent — you're required to disclose them in Schedule FA (Foreign Assets) of your ITR every single year you hold them, whether or not you've sold anything and regardless of the amount. This is a compliance requirement separate from capital gains tax, and non-disclosure carries steep penalties under the Black Money (Undisclosed Foreign Income and Assets) Act — this is one area where the cost of getting it wrong is disproportionate to the effort of getting it right, so don't skip it.