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TMI BlogMERGER OF BUSINESS AND ITC-002X X X X Extracts X X X X X X X X Extracts X X X X ..... MERGER OF BUSINESS AND ITC-002 X X X X Extracts X X X X X X X X Extracts X X X X ..... nder this Circumstances whether It is necessary to Canceled Proprietary"s GST no. because after six month he will start to provide renting business in Proprietary which will be taxable. Can we Filed ITC-002 (Transfer of ITC) without cancellation of Proprietary"s GST no. If Cancellation is Mandatory then can we canceled Now to get Effect of 1.4.2021 is there any time limit to filed ITC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -002 Please Guide. Reply By YAGAY andSUN: The Reply: In case of transfer of business by way of sale of business, merger or demerger, a registered taxpayer can transfer the input tax credit unutilised and available in his electronic credit ledger into another business by filing a declaration in Form GST ITC-02. It must be filed by the transferor and action must be taken by the transferee. There ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is no time limit specified under the Act or Rules.After filing of Form GST ITC-02 by the transferor, the transferee can either accept or reject the transfer. Reply By Shilpi Jain: The Reply: There is no necessity that the registration be canceled by the transferor. Also there is no time limit mentioned in the law for filing itc02 Reply By ABHISHEK TRIPATHI: The Reply: Dear Nilesh Ji, Whatever ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NCLT Orders I have seen for Merger Scheme, they all state that the Transferor Company shall be dissolved. In merger, it usually the dissolution of the transferor-company. You have to see the dissolution is when effective date or appointed date or some other day. So, the proprietor will get dissolved. If the transferor company dissolved on 01.04.2021, then there is no proprietor. Its legal existe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce has gone after the merger. Thus, cannot continue with the registration. Looking at this basic concept of merger, we have S. 18(3) for ITC and S. 29(1)(a) for cancellation of business. Avail the ITC in accordance with S. 18 and then cancel the registration in accordance with S. 29. You may face problem with the retrospective cancellation of the registration. As there seems no provision for y ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... our case covering retrospective cancellation, but you don't need to worry, as the Act lacks such circumstances. Reply By niranjan gupta: The Reply: GST Laws talk about transfer of business and not transfer of proprietary firm. In case, you have two businesses and you transfer one business, other business will remain there. Hence, proprietor need not to surrender his GST number. He is required to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transfer ITC pertaining to merged business and not others. Reply By YAGAY andSUN: The Reply: The principle of ongoing concern will also applicable on such transfer/mergers/takeover etc. Reply By ABHISHEK TRIPATHI: The Reply: Dear Nilesh Ji, Post merger, the transferor company simply cease to exist. What will you do by keeping the registration? That registration is of no use because the lega ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l entity is not into existence. S. 29(1)(a) the business has been discontinued, transferred fully for any reason including death of the proprietor, amalgamated with other legal entity, demerged or otherwise disposed of; The above highlighted business:- The interpretation of word 'business' is not restricted to Pvt. or Public Ltd. or something else. Proprietorship is also well within the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ambit of business. Company is generally a business organization and Proprietorship is individual business. I think even proprietorship is covered well within 29(1)(a). Query: What if you provide renting business using Proprietorship GST Registration? You may argue cancellation needed not needed before the department. But, what about cases when you issue invoice, collect taxes, file return using ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Proprietorship GST Registration. Can a non-existence company do all this? Anyway, if I am department, will pull your hard under the ambit of operation of law (registration became invalid), and still you acted like a registered person, hence SCN. Even how logical it sounds to keep registration of dissolved company and thereafter using that dissolved company to provide taxable supply after six mont ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hs.
*The view is to the extent of understanding of merger as dissolution of legal entity. X X X X Extracts X X X X X X X X Extracts X X X X
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