How a partnership firm migrate to Private Limited in GST?

Such queries gains a significant importance in GST era. As a first step to effect above, one needs to place application for cancellation of GST registration of partnership firm in Form GST REG-16.


Section 29 (1) of CGST Act, 2017 provides that the proper officer may, either on his own motion or on an application filed by the registered person or by his legal heirs, in case of death of such person, cancel the registration, in such manner and within such period as may be prescribed, having regard to the circumstances where,

  • 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; or
  • there is any change in the constitution of the business; or
  • the taxable person, other than the person registered under sub-section (3) of section

      25, is no longer liable to be registered under section 22 or section 24.

One needs to give details of GST number of company in registration cancellation form. Before applying for cancellation, please file your tax return due for the tax period in which the effective date of surrender of registration falls.

Further one needs to apply for new GST registration of Private Limited company. Section 22(3) of CGST Act, 2017 provides where a business carried on by a taxable person registered under this Act is transferred,

  • whether on account of succession or otherwise,
  • to another person as a going concern,
  • the transferee or the successor, as the case may be, shall be liable to be registered with effect

    from the date of such transfer or succession.

To ensure that the input of partnership doesn’t get lost while applying for new registration, one needs to make sure that the business is being transferred along with transfer of liabilities.

Input tax credit (ITC) allowed to be carried forward

Section 18(3) of CGST Act, Where there is a change in the constitution of a registered person on account of sale, merger, demerger, amalgamation, lease or transfer of the business with the specific provisions for transfer of liabilities, the said registered person shall be allowed to transfer the input tax credit which remains unutilised in his electronic credit ledger to such sold, merged, demerged, amalgamated, leased or transferred business in such manner as may be prescribed.