Reorganisation, Merger, Slump Sale, Closure and Death of the Proprietor
A going concern transfers exempt and an itemised sale of the same assets does not, and the difference between the two is written in the transfer deed months before anybody asks the tax question.
- 5 pages
- 81
- Word and PDF
- 13 September 2026
The 2 formats inside
- 1Business transfer as a going concern, recitals and operative clause, with the ITC-02 covering letterEntry 2 of Notification 12/2017-CTR · s.18(3) · Rule 41 · s.85(1) · Schedule II para 4(c)On its own₹149
- 2Application by a legal heir on the death of a proprietor, with the succession declarations.29(1)(a) · s.93(1) · s.85(1) · s.18(3) · Circular 96/15/2019-GSTOn its own₹149
Read the opening
The first part of “Business transfer as a going concern, recitals and operative clause, with the ITC-02 covering letter”, as it downloads. Blanks are highlighted.
Part 1 — recitals and clause for the business transfer agreement
WHEREAS:
(A) The Transferor carries on the business of [description] at [location(s)] (the “Business”), which constitutes [the whole of its undertaking / an independent part of its undertaking capable of being carried on separately and independently].
(B) The Transferor has agreed to transfer and the Transferee has agreed to acquire the Business as a going concern, on a [slump sale / business transfer] basis, for a lump sum consideration of Rs [Lump sum consideration (Rs)], without values being assigned to individual assets and liabilities, with effect from the Closing Date.
(C) The transfer comprises all the assets and all the liabilities of the Business, including all immovable and movable property, plant and machinery, inventories, receivables, intellectual property, licences, permits, contracts, and all liabilities, whether present, future or contingent, including statutory dues, and specifically includes the transfer to the Transferee of all liabilities of the Transferor pertaining to the Business.
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