E invoice LLP to Pvt Ltd conversion

[Harshit Sanghvi]

Query related to E Invoicing

I was a registered taxpayer till 25/04/2022 as LLP Turnover for FY 21-22 : 19.40 cr

Now LLP got converted into Pvt Ltd w.e.f 25/04/2022 so LLP GSTN surrendered and Pvt Ltd GST taken by specifying reason change in constitution.

For Pvt Ltd FY 21-22 turnover is zero as it is a newly incorporated entity on 25/04/2022.

E invoice is not enabled at the portal for Pvt Ltd Pvt Ltd turnover for FY 22-23 : 17 cr

whether I should file enablement form by filing a declaration for Pvt Ltd?

[Ganeshan Kalyani]

Online at https://einvoice1.gst.gov.in/

[Shilpi Jain]

E invoice limit of turnover is based on previous year. So for FY 22-23 no e invoice applicable.

[Harshit Sanghvi]

Thanks Shilpi for reply

As we have converted LLP into Pvt Ltd as a going concern and have also taken LLP credit ledger balance to Pvt Ltd, even if there any liability in future of LLP that is to be paid by Pvt Ltd, logically I think Pvt ltd takes in shoes of LLP and all provisions are applicable to Pvt Ltd then including e invoice. I could not find any answer of this in law..

[KASTURI SETHI]

Liabilities taken over by Pvt.Ltd. are O.K.. The words, "into shoes of LLP" are not applicable here. New firm is not deemed entity. Although liability of LLP has been taken over by Pvt. Ltd. Co., yet now 'Pvt.Ltd.' ,is now a new legal entity A new invoice series will start. I agree with Madam Shilpi Jain.

[Shilpi Jain]

However, if you wish to do e-invoicing no harm. Go ahead and get it activated on the portal. Make an intimation to department that you are not very clear regarding this and so you are going ahead to prepare e invoices.

[Ganeshan Kalyani]

E-invoice compliance has a cost. Pls. check that as well.

[Harshit Sanghvi]

Thanks for your replies

i discussed the same with owners and concluded that we should go ahead with E invoicing. Anyways it will be applicable from 01/04/2023 as we have crosses 10cr till sep Fy 22-23.and there is no consequences if we voluntarily go for it.

and by anychance if we go wrong there would be some 3.6cr of ITC to receiver which could go under dispute due to this.

AI Summary

E invoicing applicability depends on prior year turnover; converted entities may voluntarily enable e invoicing despite new GST registration. E invoicing applicability follows the turnover threshold based on the previous year. When an LLP converts into a private limited company with a new GST registration, the new entity's previous year turnover under its GSTIN determines e invoicing applicability, and a new invoice series is required. Voluntary activation of e invoicing is permissible, but the taxpayer should weigh compliance costs and the risk of input tax credit disputes arising from incorrect e invoicing.