Section 93: Death, Partition and Dissolution

Section 93 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.

The entity ends. The liability does not. Section 93 says who carries it, and in one case how far.

Each sub-section opens with "Save as otherwise provided in the Insolvency and Bankruptcy Code, 2016". 93(1)(a) — a person dies and the business is continued by his legal representative or another: that person is liable for the dues. 93(1)(b) — the business is discontinued, before or after death: the legal representative is liable, out of the estate of the deceased, to the extent to which the estate is capable of meeting the charge. 93(2) — an HUF or association of persons whose property is partitioned: each member or group of members is jointly and severally liable up to the time of partition. 93(3) — a firm dissolved: every person who was a partner is jointly and severally liable up to the time of dissolution. 93(4) — a guardianship or trust terminated: the ward or beneficiary is liable up to the termination.

The common architecture

Every sub-section shares three features.

The IBC carve-out. "Save as otherwise provided in the Insolvency and Bankruptcy Code, 2016." Where a process under the Code applies, the Code governs — as it does under s.82. Sections 81 and 82 →

Liability up to the event. Death, partition, dissolution or termination fixes the cut-off. Dues relating to periods before it are covered.

Determination timing is irrelevant. Each sub-section covers dues "whether determined before... but has remained unpaid or is determined after" the event. So a demand raised years later for a period before the event reaches the successors.

Section 93(1): death, and the two paths

Business continued — clause (a). Where the business is continued after his death by his legal representative or any other person, that person is liable for the tax, interest or penalty due from the deceased.

Note two things. "Or any other person" — the liability follows whoever continues the business, not only a legal heir. And there is no estate limit in clause (a): a person who takes over and runs the business takes the liability with it.

Business discontinued — clause (b). Where the business is discontinued, whether before or after his death, the legal representative is liable to pay out of the estate of the deceased, to the extent to which the estate is capable of meeting the charge.

The estate limit is the crucial difference. Under clause (b) the legal representative's liability is capped at the value of the estate — it does not reach personal assets. Under clause (a), where the business is continued, no such cap appears.

The practical consequence for a family: deciding whether to continue or discontinue the business after a death is also a decision about the extent of personal exposure, and it should be taken with that in view rather than by default.

What a legal representative should do

1. Establish the GST position promptly — every GSTIN, returns filed, liability register, open notices and proceedings.
2. Decide continue or discontinue, consciously, understanding the clause (a) / clause (b) difference.
3. If discontinuing — apply for cancellation under s.29(1), which expressly provides for cancellation on the death of the proprietor on an application by the legal heir.
4. If continuing — obtain a fresh registration, since the PAN changes; s.22(3) makes the successor liable to be registered from the date of succession, and s.18(3) with Rule 41 allows the credit to move by ITC-02 on a transfer of business on account of death of the proprietor. ITC-02 →
5. Value the estate and record it, since clause (b) liability is measured against it.
6. File the pending returns for the period up to death — cancellation does not extinguish liability for earlier periods.
7. Answer notices in the representative capacity, stating it expressly, so that the estate limit is preserved on the record.

Section 93(2): partition of an HUF or association

Where the property of a Hindu Undivided Family or an association of persons is partitioned amongst the various members or groups of members, each member or group is jointly and severally liable for dues up to the time of the partition.

Joint and several, with no proportionate limit by reference to what each member received. A member who took a small share may be pursued for the whole, with contribution among members a private matter.

Section 94(3) reinforces the position by applying the discontinuance provisions of s.94(1) to a partition of an HUF in respect of the business it carried on.

What to do at partition: obtain a compliance snapshot at the date, apply for cancellation or amendment as appropriate, and record an allocation of any known exposure in the partition instrument — again, effective between members, not against the department.

Section 93(3): dissolution of a firm

Where a firm is dissolved, every person who was a partner is jointly and severally liable for dues up to the time of dissolution, determined before or after.

This sits alongside s.90, which makes partners jointly and severally liable while the firm subsists and governs the retirement notice. Where the firm is dissolved rather than reconstituted, s.93(3) applies and every erstwhile partner is exposed for the pre-dissolution period.

And remember the Explanation: an LLP is a firm for this Chapter, so s.93(3) applies on the winding up of an LLP as much as to a general partnership. Section 90 →

Section 93(4): termination of guardianship or trust

Where a guardianship or trust is terminated, the ward or the beneficiary becomes liable for tax, interest or penalty due from the taxable person up to the time of the termination, determined before or after.

This completes the pattern begun by s.91, under which a guardian, trustee or agent carrying on the business of a minor or other incapacitated person is assessed and the tax recovered from the guardian, trustee or agent as if the beneficiary were a major or capacitated person conducting the business himself.

So during the guardianship the guardian or trustee is the recovery point; on termination the ward or beneficiary takes the liability for the earlier period.

Section 92 does the same for an estate under the control of the Court of Wards, the Administrator General, the Official Trustee, or any receiver or manager appointed by or under an order of a court — including any person who in fact manages the business, whatever his designation.

Key takeaways

• Every sub-section of s.93 is subject to the Insolvency and Bankruptcy Code, 2016.
• Business continued after death — the person continuing it is liable, with no estate cap.
• Business discontinued — the legal representative is liable out of the estate, to the extent it can meet the charge.
• Partition of an HUF or association, and dissolution of a firm, leave members and partners jointly and severally liable for earlier periods.
• Section 91 and 92 make guardians, trustees, receivers and managers the recovery point while they run the business.
• Liability covers dues determined after the event, so exposure runs for the full limitation period.

Read next

• Section 90: Partners, Retirement and the One-Month Notice
• Sections 88 and 89: Liquidation and Director Liability
• Section 85: Buying a Business and Inheriting Its GST
• Sections 81 and 82: Void Transfers and the First Charge

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).