In the Indian legal and tax system, the term "Association of Persons" (AOP) doesn’t have a single, clearly written definition in law. Instead, its meaning has evolved over time through interpretations found in laws like the General Clauses Act of 1897, and important court decisions. One key judgment by the Supreme Court in the case CIT v. Indira Balkrishna (1960) helped set the foundation for how AOPs are understood today.
An AOP is created when two or more people come together voluntarily with a shared goal, usually to earn income, make profits, or carry out a business activity. These individuals can be friends, relatives, professionals, or even other legal entities.
In this blog, we’ll explore the formation, structure, taxation, and advantages of an Association of Persons, helping you understand when and why forming one might make sense.
Table of Contents
What is AOP?
IAn Association of Persons (AOP) is a group formed by individuals, companies, or associations with a shared objective, primarily for income generation.
Under the Income Tax Act, an AOP is considered a separate legal and taxable entity. This means that the income earned by the AOP is assessed and taxed independently, which has significant implications for both compliance and financial planning.
Association of Persons Definition
The Andhra Pradesh High Court has laid down clear principles to define an AOP. It is not just any casual group but a voluntary association created specifically for conducting income-generating activities. The key criteria include:
- Two or more persons must be involved.
- A common objective, usually profit-driven, must be evident.
- There must be active participation or agreement among members to work together.
An AOP differs from a Body of Individuals (BOI), which generally consists of only individuals and may not necessarily aim for profit. Notably, "persons" can include individuals, Hindu Undivided Families (HUFs), companies, and other legal entities.
Formation and Structure
An AOP is formed when two or more parties decide to collaborate, which may be formalised through a contract or an informal agreement. What defines the formation is the mutual intent to work towards a shared goal, usually involving the generation of income.
The structure of an AOP is highly flexible. Unlike corporations that follow rigid regulatory frameworks, an AOP’s internal structure, including member roles, decision-making protocols, profit-sharing ratios, and operational rules, can be tailored to the group's needs and outlined in the founding agreement.
Taxation of Association of Persons
The Income Tax Act recognises an AOP as a distinct taxable entity. The taxation rules vary based on whether the individual members' income shares are:
- Determinate (known): If the shares are specific and known, tax is computed based on individual member rates.
- Indeterminate (unknown): If shares are not defined, the AOP is taxed at the Maximum Marginal Rate (MMR) as per Section 167 B.
Section 86 also determines how the AOP's income is passed on or taxed to individual members.
Computation of Taxable Income of AOP
The process for computing taxable income for an AOP involves:
- Calculating total income under different heads, such as business, house property, capital gains, etc.
- Applying deductions under Chapter VIA (like Section 80C, 80D).
- Exclusions: Interest, salary, bonus, or commission paid to members is not deductible.
- Applying Section 167B:
- If shares are known, AOP is taxed at slab rates applicable to individuals.
- If shares are unknown, AOP is taxed at MMR (30%).
Exclusions from AOP
hile the term AOP has a broad definition in taxation, certain entities are excluded, including:
- Companies (taxed separately)
- Cooperative Societies (specific tax provisions apply)
- Registered Societies under the Societies Registration Act of 1860 or similar laws
These entities follow distinct tax regimes and are not classified as AOPs under the Income Tax Act.
Advantages of Forming an AOP
An AOP offers several benefits:
- Resource pooling: Members combine skills, capital, and other assets.
- Shared risks and rewards: Risks are distributed among members.
- Flexibility: Members can design the structure, operations, and profit-sharing as per mutual agreement.
- Tax advantages: Strategic planning can help reduce overall tax liabilities.
Section 86: Assessment of Share of AOP Members
Section 86 governs how an individual member's share of income from an AOP is taxed:
- If AOP is taxed at MMR: the member’s share is exempt from tax.
- If AOP is taxed at regular rates: the member’s share is included in their total income, but they receive a tax rebate to avoid double taxation.
This ensures equitable tax treatment based on the AOP’s structure and tax status.
Association of Persons Registration
To register an AOP in India, follow these steps:
- Draft a Deed: Define objectives, structure, member roles, and profit-sharing.
- Get Signatures & Witnesses: All members must sign in the presence of witnesses.
- Obtain PAN: Apply for a PAN in the name of the AOP via Form 49A.
- Prepare Documents: Include ID/address proofs of members, the AOP deed, and passport-sized photos.
- Submit to Authority: File the documents with the Registrar of Firms or the relevant local authority.
Frequently Asked Questions
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
What do you mean by Association of Persons (AOP)?
An Association of Persons (AOP) is a group of two or more individuals (or entities) who voluntarily come together to achieve a common purpose, typically to earn income and profits, or carry out a business or professional activity. Under Indian tax law, an AOP is treated as a separate taxable unit.
While there is no formal statutory definition, courts like in the landmark case CIT v. Indira Balkrishna (1960) have clarified that a key feature of an AOP is the mutual intent to earn and share profits.
What is an example of an Association of Persons?
A classic example of an AOP is a joint venture between two contractors who collaborate to complete a specific infrastructure project. Both partners pool resources and share profits based on a mutual agreement without necessarily forming a company or partnership firm. Other examples include:
- Film production consortiums
- Temporary project collaborations
- Consortiums bidding for tenders
Can an AOP open a bank account?
Yes, an AOP can open a bank account in India. To do so, it needs to:
- Draft an AOP agreement or deed
- Obtain a PAN card in the name of the AOP
- Submit KYC documents (ID/address proofs) of members
- Provide a Board resolution or an authority letter signed by members
- Register the AOP if required (though registration is not mandatory for all AOPs)
Banks may have slightly different requirements, but these are the general prerequisites.
What is the income tax rate for AOP?
The income tax rate for an AOP depends on how the share of income among members is determined:
- If the shares of members are determinate and none are taxed at a higher rate: AOP is taxed at normal slab rates, similar to individuals.
- If shares are determinate but one or more members are taxed at higher rates: AOP is taxed at the maximum marginal rate (MMR), currently 30% + surcharge + cess.
- If the shares of members are indeterminate or unknown: Tax is levied on the AOP at the maximum marginal rate (MMR) regardless of members' tax status.
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