Form No. 28 under the Income-tax Rules, 2026 is an accountant’s report required under Section 77(4) of the Income-tax Act, 2025 for computation of capital gains in slump sale transactions. It replaces the earlier Form 3CEA under the 1962 Rules and corresponds to Section 50B(3) of the 1961 Act. The form must be filed by any assessee transferring an undertaking or division as a going concern for a lump sum consideration without assigning individual values to assets and liabilities. Filing is mandatory and must be done online through the income tax e-filing portal before the due date of return filing. The form can be filed once annually and cannot be edited after submission. A valid PAN is required. The updated format introduces structured reporting and includes computation of FMV1 and FMV2 as per new rules, enhancing accuracy and compliance in slump sale taxation.
FAQs on Income Tax Form No. 28: Report of an accountant to be furnished by an assessee under section 77(4) of the Act relating to the computation of capital gains in the case of slump sale
Form of application under section 77(4) of the Income-tax Act, 2025
| Name of form as per I.T. Rules, 1962 | Form 3CEA |
Name of form as per I.T. Rules, 2026 | Form No.28 |
| Corresponding section of I.T. Act, 1961 | 50B(3) | Corresponding section of I.T. Act, 2025 | 77(4) |
| Corresponding Rule of I.T. Rules, 1962 | 6H | Corresponding Rule of I.T. Rules, 2026 | Rule 54 |
FAQ 1. What is Form No. 28?
Ans: This form is a report of an accountant to be furnished by an assessee under section 77(4) of the Income-tax Act, 2025 relating to the computation capital gains in the case of slump sale.
FAQ 2. Who should file Form No. 28?
Ans: Form No. 28 must be furnished by any assessee who transfers an undertaking or division as a “going concern” for a lump-sum consideration without assigning individual values to assets and liabilities (a slump sale).
FAQ 3. Is Form No. 28 mandatory?
Ans: Yes. It has to be filed by an assessee undertaking a slump sale, to certify the computation of net worth and capital gains under Section 77(4) of the Income Tax Act, 2025.
FAQ 4. What is the time limit for filing Form No. 28?
Ans: Form No. 28 must be filed on or before the due date for filing the assessee’s income tax return.
FAQ 5. How many times can Form No. 28 be filed in a year?
Ans: Form No. 28 has to be filed once in a year on or before the due date for filing the assessee’s income tax return.
FAQ 6. Can I edit Form No. 28 after submission?
Ans: No. Once Form No. 28 is submitted and acknowledgment is generated, it cannot be edited. Ensure all details are correct before submission.
FAQ 7. What if I do not have a PAN?
Ans: Form No. 28 cannot be submitted without a valid PAN.
FAQ 8. Can Form No. 28 be filed offline?
Ans: No. Form No. 28 can only be submitted online through the Income Tax e-Filing portal.
Guidance Note on Income Tax Form No. 28: Report of an accountant to be furnished by an assessee under section 77(4) of the Act relating to the computation of capital gains in the case of slump sale
Purpose
Form No 28 (Form 3CEA) is a report by an accountant for assessees undertaking a slump sale, to certify the computation of net worth and capital gains under Section 77(4) of the Income Tax Act, 2025.
Who Should File?
Form No 28 (Form 3CEA) must be furnished by any assessee who transfers an undertaking or division as a “going concern” for a lump-sum consideration without assigning individual values to assets and liabilities (a slump sale).
Filing Method
The form must be filed online on the official income tax e-filing portal.
Frequency of the form
Form No 28 (Form 3CEA) must be filed on or before the due date for filing the assessee’s income tax return.
Brief Note on broad or qualitative changes proposed
The format of the form has been designed in smart form format as far as the details of the assessee effecting the slump sale is considered at point no.1. Similarly at point no.2, the details of the buyer has been made in smart form format.
Computation of FMV1 and FMV2 has been added in the form as per Rule 53 of Income-tax Rules 2026 which has not been incorporated earlier in Form 3CEA after insertion of Rule 11UAE in the Income-tax Rules ,1962 (w.e.f. 24/05/2021).
