Change in Constitution: When You Need a Fresh Registration

Change in Constitution explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

A partnership becomes an LLP. A proprietor dies and the son continues the business. A private company converts to a public company. In each case someone asks whether the GSTIN can carry on.

There is a single test.

Does the PAN change? Registration is PAN-based under s.25(6), so a change that produces a new PAN requires a fresh registration; a change that does not is an amendment under s.28. Where a fresh registration is needed, the unutilised credit must be transferred under s.18(3) in FORM GST ITC-02 before the old registration is cancelled — and s.85 makes the transferee liable for the transferor's dues.

The PAN test applied

The private-to-public conversion row is the one that surprises people. A company retains its CIN and PAN through that conversion, so the GSTIN continues with an amendment to the legal name.

Where a fresh registration is needed

The sequence matters, and getting it wrong loses the credit.

1. Obtain the new registration for the successor entity.

2. Transfer the credit under s.18(3). The transferor files FORM GST ITC-02 with a certificate from a practising chartered accountant or cost accountant certifying that the transfer has been made with a specific provision for transfer of liabilities; the transferee accepts on the portal. Section 18(3): transferring ITC →

3. Then apply for cancellation of the old registration in FORM GST REG-16, stating the reason as change in constitution and giving the GSTIN of the transferee entity.

4. File GSTR-10 within three months of cancellation or the order, whichever is later.

Cancelling first destroys the credit. Once the registration is cancelled, the transferor cannot access the portal to file ITC-02.

Death of a proprietor

Section 29(1)(a) expressly contemplates it — the proper officer may cancel registration where the business has been discontinued, transferred fully for any reason including death of the proprietor, amalgamated, demerged or otherwise disposed of.

Where the legal heir continues the business:

• the heir obtains a fresh registration on their own PAN, selecting "death of proprietor" as the reason and quoting the deceased's GSTIN;
• credit is transferred under s.18(3) and Rule 41, using ITC-02;
• the deceased's registration is cancelled in REG-16, with the date of death as the date from which cancellation is sought.

Section 93(1) governs the liability: where a person liable to pay tax dies, and the business is continued by his legal representative or any other person, that person is liable to pay the tax, interest or penalty due from the deceased. Where the business is discontinued, the legal representative is liable to the extent of the estate of the deceased.

Section 85: the transferee's liability

Section 85(1): where a taxable person transfers his business in whole or in part, by sale, gift, lease, leave and licence, hire or in any other manner, the taxable person and the person to whom the business is so transferred shall, jointly and severally, be liable to pay the tax, interest or penalty due from the taxable person up to the time of such transfer, whether determined before or after the transfer.

Section 85(2): where the transferee carries on the business, he shall be liable to be registered with effect from the date of such transfer.

Two practical consequences:

Joint and several liability. A buyer of a business inherits the seller's GST exposure for periods up to the transfer, whether or not it was known at the time. Due diligence and an indemnity are the only protections.

Registration from the date of transfer. Not from the date the transferee gets around to applying.

Practical notes

• Establish the PAN position first. Everything follows from it.
• Sequence the credit transfer before cancellation, without exception.
• Put a specific liabilities provision in the transfer agreement — s.18(3) requires it and the CA certificate must certify it.
• Conduct GST due diligence on any business acquisition: pending returns, open notices, credit ledger balances, e-way bill anomalies, supplier filing status.
• Amendments have their own timeline — s.28 read with Rule 19 requires the change to be reported within fifteen days, and core field amendments need officer approval within fifteen working days.
• A change of PAN cannot be amended. The portal will not permit it, because registration is PAN-based under s.25(6).

Key takeaways

• The test is whether the PAN changes — registration is PAN-based under s.25(6).
• Private to public company conversion keeps the same PAN and is an amendment.
• Firm to LLP, proprietorship to company, and succession on death all need a fresh registration.
• Transfer credit in ITC-02 before cancelling the old registration.
• s.85 makes the transferee jointly and severally liable for the transferor's dues up to the transfer.
• s.85(2) requires the transferee to be registered from the date of transfer.

Read next

• Section 18(3): Transferring ITC on Merger, Demerger or Sale
• Section 29(2): Grounds for Cancellation by the Officer
• How to Amend GST Registration: Core Fields
• Section 85 CGST Act: Transfer of Business

Disclaimer: Positions stated as on 5 September 2026, based on the CGST Act and Rules as amended to 31 March 2026 (ICAI Bare Law, 12th edition) and the ICAI Handbook on Registration under GST (November 2025).