Chapter XVI - Liability to pay in certain cases
Section 94
Section 94: Liability in other cases
Section 94 preserves GST liability when a firm, AOP or HUF stops or changes, including dissolution, partition and reconstitution.
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This article is for general information. Refer to the Central Goods and Services Tax Act, 2017 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Where a taxable person is a firm or an association of persons or a Hindu Undivided Family and such firm, association or family has discontinued business–– (a) the tax, interest or penalty payable under this Act by such firm, association or family up to the date of such discontinuance may be determined as if no such discontinuance had taken place; and (b) every person who, at the time of such discontinuance, was a partner of such firm, or a member of such association or family, shall, notwithstanding such discontinuance, jointly and severally, be liable for the payment of tax and interest determined and penalty imposed and payable by such firm, association or family, whether such tax and interest has been determined or penalty imposed prior to or after such discontinuance and subject as aforesaid, the provisions of this Act shall, so far as may be, apply as if every such person or partner or member were himself a taxable person.
(2) Where a change has occurred in the constitution of a firm or an association of persons, the partners of the firm or members of association, as it existed before and as it exists after the reconstitution, shall, without prejudice to the provisions of section 90, jointly and severally, be liable to pay tax, interest or penalty due from such firm or association for any period before its reconstitution.
(3) The provisions of sub-section (1) shall, so far as may be, apply where the taxable person, being a firm or association of persons is dissolved or where the taxable person, being a Hindu Undivided Family, has effected partition with respect to the business carried on by it and accordingly references in that sub-section to discontinuance shall be construed as reference to dissolution or to partition.
Explanation.––For the purposes of this Chapter,–– (i) a “Limited Liability Partnership” formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (6 of 2009) shall also be considered as a firm; (ii) “court” means the District Court, High Court or Supreme Court.
Introduction
A business ending or changing membership does not by itself end the GST assessment and recovery trail.
Key takeaways
Discontinuance
GST dues of a firm, AOP or HUF can still be determined; partners or members at the time are jointly and severally liable as specified.
Reconstitution
Partners or members before and after a firm or AOP reconstitution remain jointly and severally liable for dues from before reconstitution.
Dissolution and partition
The discontinuance rule also applies, as relevant, to firm/AOP dissolution and HUF business partition. The chapter treats a registered LLP as a firm.
Discontinuance
GST dues of a firm, AOP or HUF can still be determined; partners or members at the time are jointly and severally liable as specified.
Reconstitution
Partners or members before and after a firm or AOP reconstitution remain jointly and severally liable for dues from before reconstitution.
Dissolution and partition
The discontinuance rule also applies, as relevant, to firm/AOP dissolution and HUF business partition. The chapter treats a registered LLP as a firm.
Practical checklist
Do
- Record discontinuance or change date and membership.
- Reconcile all pre-change GST periods.
- Keep the reconstitution/dissolution documentation and notices.
Avoid
- Assume a private contract, merger date or restructuring automatically removes statutory GST liability.
Frequently asked questions
Does reconstitution wipe out old firm GST dues?
No. Section 94(2) preserves joint and several liability for pre-reconstitution periods.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026