Example
Mr. A is GST registered dealer & having closing stock of
Rs.50,00,000/- estd. as on 31-03-2018. Now he wants to transfer his entire
business with stock to his son B.
1] Whether Mr. B has to apply for new registration?
2] How can Mr. B transfer the said closing stock of Rs.50,00,000/- in his new
concern without paying any GST?
3] Whether he can accounted in his books of a/c as going concern
?
Answer
1. As per Rule 19(1)(d) of CGST Act:
(d) where a change in the constitution of any business results in the change
of the Permanent Account Number of a registered person, the said person shall
apply for fresh registration in FORM GST REG-01:
As per above rule because the PAN no is changed due to change in constitution,
so B is required to take fresh registration
2. If the business is transferred on the concept of going concern then as per
Schedule II S. no. 4(c) it is not considered as transfer under GST.
The same is reproduced below:
4. Transfer of business assets
-------------------------------------------------------(c) where any person
ceases to be a taxable person, any goods forming part of the assets of any
business carried on by him shall be deemed to be supplied by him in the course
or furtherance of his business immediately before he ceases to be a taxable
person, unless
(i) the business is transferred as a going concern to another person; or
(ii) the business is carried on by a personal representative who is deemed
to be a taxable person.
On the other hand "Service by way of transfer of going concern, as a whole or
independent part thereof " is exempt under GST vide Notification No. 12/2017-
Central Tax (Rate).
Further the manner of transfer of ITC to transferee unit has been
specified in GST rule 41 which is as follows:-
(1) A registered person shall, in the event of sale, merger,
de-merger, amalgamation, lease or transfer or change in the ownership of
business for any reason, furnish the details of sale, merger, de-merger,
amalgamation, lease or transfer of business, in FORM GST ITC-02, electronically
on the common portal along with a request for transfer of unutilized input tax
credit lying in his electronic credit ledger to the transferee:
Provided that in the case of demerger, the input tax credit shall be apportioned
in the ratio of the value of assets of the new units as specified in the
demerger scheme.
(2) The transferor shall also submit a copy of a certificate
issued by a practicing chartered accountant or cost accountant certifying that
the sale, merger, de-merger, amalgamation, lease or transfer of business has
been done with a specific provision for the transfer of liabilities.
(3) The transferee shall, on the common portal, accept the
details so furnished by the transferor and, upon such acceptance, the
un-utilized credit specified in FORM GST ITC- 02 shall be credited to his
electronic credit ledger.
(4) The inputs and capital goods so transferred shall be duly
accounted for by the transferee in his books of account.
As per above provision "A" before cancellation of registration shall file ITC-02
(with details of CA certficate, GSTIN of "B" e.tc )
3. As per above said Rule 41(4) the stock transferred shall be accounted for by
B in his books of accounts.