Clarification with respect to Section 18(3) read with Rule 41

[Sravan Pathakoti]

Sir,

Section 18(3) reads as 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 unutilized in his electronic credit ledger to such sold, merged, demerged, amalgamated, leased or transferred business in such manner as may be prescribed.

Can you please explain the prominence/meaning of the word 'Change in the constitution of a registered person?' Is there any difference in change in the business and change in the constitution?

Can a registered person who has transferred only part of the assets and few liabilities, transfer the balance in E Credit Ledger to the Transferee company? Please note that the transferor company has not done any merger, demerger, amalgamation, lease, it has just done transfer of few assets and few liabilities.

Circular 133 point (b) clarified that we can transfer the credit in case of partial transfer resulting of any business reorganization, Can you explain the meaning of the business organization here.

Finally can you please explain the logic of putting this section? I am of the view is that when we transfer the business as a going concern there is no GST as a result the balance of Electronic credit ledger will lay with the transferor company only to provide a way to transfer the balance in electronic credit ledger to transferee company Govt. has come up with this section. Please correct me if I am wrong.

Can we pay GST on the Sale of assets and transfer the balance amount in the E credit ledger in the proportion to assets transferred...Please clarify.

AI Summary

Inquiry on GST Act Section 18(3): Clarifying input tax credit transfer during partial asset and liability changes. A participant inquired about the interpretation of 'change in the constitution of a registered person' under Section 18(3) of the GST Act and its implications for transferring input tax credit during partial asset and liability transfers. The query sought clarification on whether such transfers, without a formal business reorganization like mergers or amalgamations, allow for credit transfer. Responses indicated that a change in constitution could imply a change in PAN, and that transferring a few assets and liabilities does not constitute a business transfer, thus GST liability would apply. The discussion emphasized understanding the legal framework for credit transfer in such scenarios.