CORAA

GST Implications on Merger, Demerger & Business Transfer Checklist

The going-concern exemption test that keeps a business transfer out of GST altogether, and the ITC-02 mechanism that moves unutilised credit from the transferor to the transferee when it applies.

Free · CORAA original — SA-aligned
Updated 28 Jul 2026
Exempt when
Genuine going-concern transfer of a running business
Credit transfer
Form GST ITC-02, before deregistration
Demerger split
Ratio of asset value transferred, per the scheme
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GST IMPLICATIONS ON MERGER / DEMERGER / BUSINESS TRANSFER CHECKLIST

Entity: ___ · GSTIN: ___ · Financial year ended: ___

A. The going-concern exemption test

Transfer of a business as a going concern (the whole business, or an independent part of it, capable of being run on its own) is exempt from GST — it is neither a supply of goods nor of services for this purpose. The test is substantive, not just documentary: the transferee must be capable of carrying on the SAME business with the transferred assets/liabilities/employees/contracts, not merely acquiring a bundle of assets. Confirm the transfer genuinely includes the operational elements (not just fixed assets) needed to run the business.

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Common questions

FAQs.

Is a slump sale of a business unit automatically exempt from GST?
Only if it genuinely transfers the business as a going concern — the operational whole (assets, liabilities, employees, contracts) capable of being run independently by the transferee, not merely a bundle of assets. A slump sale limited to specific assets without the accompanying operational elements is typically a taxable supply, regardless of how the transaction is labelled for income-tax purposes.
What happens to unutilised ITC when a business is transferred as a going concern?
It can be transferred from the transferor to the transferee via Form GST ITC-02 on the GST portal, subject to the transferee accepting the transferred details and the transaction being supported by a document specifically providing for transfer of liabilities. This must generally be completed before the transferor's registration, if being cancelled, actually lapses.
How is ITC split between resulting entities in a demerger?
In the ratio of the value of assets transferred to each resulting entity, as specified in the demerger scheme approved under the Companies Act — not equally between entities and not based on turnover or any other metric, unless the scheme itself specifies a different basis.
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