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Transfer of Going Concern, Goods and Services Tax - GST

Issue Id: - 118358
Dated: 5-2-2023
By:- Kaustubh Karandikar
Transfer of Going Concern

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XYZ (Proprietor) is converting his business from Proprietor to Private Limited Company as a ‘Going Concern’. As per Notification No. 12/2017, there is un - conditional exemption from payment of GST for Services by way of transfer of a going concern, as a whole or an independent part thereof.

1) Whether XYZ is required to prepare ‘Bill of Supply’ at the time of transfer of business?

2) What should be the value to be shown on the ‘Bill of Supply’ since no consideration is received by XYZ?

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Showing Replies 1 to 7 of 7 Records

1 Dated: 5-2-2023
By:- Amit Agrawal

As there is no physical movement of goods, question of preparation of e-way bill does not arise.

These are ex facie views of mine and the same should not be construed as professional advice / suggestion.

2 Dated: 6-2-2023
By:- Shilpi Jain

The assets and liabilities from the propietorship would have been transferred at book values. There would be share reecived in the Pvt. Ltd. company by the proprietor

3 Dated: 6-2-2023
By:- Kaustubh Karandikar

Shilpi Ji, thanks for your kind reply. Will it not be at Open Market value since there is no consideration and the Proprietor and Pvt. Ltd. are related? Your valuable views please.

Amit Ji, thanks for your reply. However, as mentioned in my query, whether 'Bill of Supply' is required to be prepared by XYZ and what should be the value since there is no consideration involved and proprietor and private limited are related?

4 Dated: 6-2-2023
By:- Amit Agrawal

Once such transfer of 'going concern' is exempted under GST, valuation thereof will not matter much from gst point of view. But, kindly remember, what is transferred / supplied is a 'going concern' which is treated as a 'singular service' under GST.

Kindly have a expert view from income tax angle about valuation of 'going concern' and implications thereof.

P.S. Transfer of 'going concern' is generally much more than mere transfer of assets & liabilities as per books of accounts from valuation point of view (For example: goodwill, which are generally not accounted for in the books). But, I do not have much idea about implications (if any) under income tax provisions.

These are ex facie views of mine and the same should not be construed as professional advice / suggestion.

5 Dated: 6-2-2023
By:- Charu Tyagi

In case of transfer of "Business" as a going concern by the taxable person to another person (i.e. sale, merger, demerger, amalgamation, transfer of business) with the specific provisions for transfer of liabilities. Transfer of goods will not be considered as "supply of goods". Transferor shall be allowed to transfer of ITC which remains unutilized in terms of section 18(3) of the CGST Act, 2017 read with rule 41 of CGST Rule, 2017. And, Transferee shall be considered as taxable person under the CGST Act. Also, as per the entry no 2. of Notification No. 12/2017-CTR, "services by way of transfer of a going concern, as a whole or independent part thereof" have been exempted from the GST.

6 Dated: 7-2-2023
By:- Charu Tyagi

In continuation with yesterday's reply for your queries :-

1. Yes, XYZ has to prepare 'Bill of Supply'.

2. And the value shall be the value taken in the books of account of the "Company".

7 Dated: 7-2-2023
By:- Ganeshan Kalyani

The value in the books of accounts to be considered for the transaction thru Bill of Supply document.


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