Corporate Slump Sale & Business Asset Purchase Governance
Structuring tax-optimized business undertaking transfers as a going concern for a lump-sum consideration without values being assigned to individual assets and liabilities, avoiding GST on transfer of business and optimizing capital gains tax.
Section 50B of the Income-tax Act, 1961 read with Section 180(1)(a) of the Companies Act, 2013
Republic of India (Central Portal)
3 to 5 Business Days
Why This Statutory Filing Is Required
Structuring tax-optimized business undertaking transfers as a going concern for a lump-sum consideration without values being assigned to individual assets and liabilities, avoiding GST on transfer of business and optimizing capital gains tax.
Who This Service Is For & Statutory Eligibility
Enterprises divesting a business division, acquiring an operating commercial unit, or executing corporate restructuring without dissolving the transferring corporate shell.
Prerequisites & Mandatory Documents Checklist
- Audited financial statements and division-specific trial balances of the transferring business unit
- Charter documents of transferor and transferee corporate entities
- Independent net-worth certificate and Form 3CEA report certified by a Chartered Accountant
- Fair Market Value (FMV) valuation report of the undertaking under Rule 11UAE
- Comprehensive inventory of assigned contracts, employee lists, customer licenses, and IP assets
- Board resolutions and shareholder special resolution under Section 180(1)(a) (if whole/substantial undertaking)
Step-by-Step Portal Execution Procedure
- Step 1: Conduct commercial and legal due diligence of the targeted business undertaking
- Step 2: Obtain independent Form 3CEA net-worth audit and determine capital gains tax liabilities
- Step 3: Draft comprehensive Business Transfer Agreement (BTA) specifying lump sum price, closing terms, and representations
- Step 4: Convene EGM and pass special resolution under Section 180(1)(a) of Companies Act; file Form MGT-14
- Step 5: Execute BTA, novate customer/vendor contracts, transfer employees with continuity of service, and e-stamp agreement
- Step 6: Disclose slump sale in annual financial statements and file Form 3CEA with ITR-6 on Income Tax portal
Transparent Pricing & Statutory Cost Architecture
Corporate Slump Sale & Business Asset Purchase Governance
Calibrated at 9% below prevailing market fee (₹30,000). Complete professional drafting, compilation, verification, and portal upload.
- Independent Chartered Accountant / Company Secretary Verification
- Electronic Form Pre-Scrutiny & Error Reconciliation
- Digitally Signed Portal Upload with SRN Acknowledgement Delivery
Government Fees & Disbursements
Government Statutory Fee: State stamp duty on Business Transfer Agreement (typically conveyance stamp duty on movable/immovable assets, ranging from 3% to 7%); Form MGT-14 filing fee: ₹200 to ₹600 on MCA V3.
Statutory Penalties for Non-Compliance
Improper valuation or assigning itemized values to individual assets forfeits Section 50B slump sale status, converting the transaction into an itemized asset sale subject to standard GST (18%) and short-term capital gains tax on individual asset gains.