Merger

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Vijendra Ray (Querist)
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22 April 2010 We are a limited company and going to be merged with our holding compnay.
upon merger our compnay would cease to exist. all assets, liabilities would be taken over by the trasferee company.
in this connection what would be the procedure viz. surrender of RC, transfer of CENVAT, New registration etc.
pls help.

Thanks
Vijendra Ray

CA Shiv

CA Shiv (Expert)
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22 April 2010 Better contact a Practising CA for the procedural help.. Many things have to be take care of at time of merger...

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Rasesh

Rasesh (Expert)
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23 April 2010 Once the merger becomes effective contact all the concerned dept. Provide them with a copy of the high court order and surrender your old registrations and apply for new registrations whereever required. Some departments allow transfer of registration certificates to the merged entity. This depends on the regulations as framed by the individual authorities. Like income tax will require cancellation of old company's TAN and PAN. Bank accounts will stand transferred and only name of the account will be changed.

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Vijendra Ray

Vijendra Ray (Querist)
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12 May 2010 Not find any exact reply.

Asha Kanta Sharma online

Asha Kanta Sharma

(Expert)
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03 August 2024 When a company is merging with its holding company, several regulatory and procedural steps need to be followed to ensure a smooth transition. Here’s a step-by-step guide on handling the surrender of Registration Certificates (RC), transfer of CENVAT credit, and other related actions:

### 1. **Surrender of Registration Certificates (RC)**

**a. **Surrendering RC:**
- **GST Registration:** The company being merged should apply for the surrender of its GST registration. This can be done by submitting a formal application for surrender on the GST portal.
- **Form:** Use **GST REG-16** to apply for surrender.
- **Documentation:** Provide necessary documents such as the order of merger, certificate from the statutory auditor, and other relevant documents as required by the GST authorities.
- **Other Registrations:** If your company holds other registrations (e.g., excise duty, VAT), similar procedures for surrendering these registrations should be followed.
- **Excise Duty:** For central excise, inform the Central Excise department and follow their process for surrendering the registration.
- **State VAT:** Inform the State VAT authorities and follow their procedure for cancellation.

### 2. **Transfer of CENVAT Credit**

**a. **Transfer of CENVAT Credit:**
- **CENVAT Credit:** As part of the merger process, the CENVAT credit held by the merging company needs to be transferred to the transferee company.
- **Procedure:** Notify the Central Excise department about the merger and request the transfer of CENVAT credit.
- **Documentation:** Provide the merger order, a statement of CENVAT credit, and other documents required by the Central Excise authorities.
- **Form:** The merging company must file a letter to the Central Excise department with details of the CENVAT credit balance and the transfer request.

### 3. **New Registration for Transferee Company**

**a. **New Registration:**
- **GST Registration:** The transferee company may need to update its GST registration details if there are any changes in the nature of business or address due to the merger.
- **Procedure:** Apply for amendment or new registration on the GST portal if necessary.
- **Other Registrations:** Ensure that the transferee company updates or obtains any other required registrations.
- **Excise Duty and VAT:** If applicable, update the Central Excise and State VAT registrations to reflect the changes post-merger.

### 4. **Other Considerations**

**a. **Legal Compliance:**
- **MCA Filing:** Ensure compliance with the Ministry of Corporate Affairs (MCA) requirements for the merger. File the necessary forms and obtain approvals for the merger.
- **Form:** File Form **MGT-14** for passing of the board resolution and **Form 21** for the merger order with the Registrar of Companies (ROC).
- **Notification:** Notify all stakeholders, including customers, suppliers, and employees, about the merger.

**b. **Books and Records:**
- **Transfer of Books:** Ensure the transfer of books, records, and documents from the merging company to the transferee company is completed.
- **Audit:** Conduct a final audit of the merging company’s books of accounts to ensure accuracy before the final dissolution.

**c. **Compliance with Tax Laws:**
- **Tax Returns:** Ensure that all tax returns of the merging company are filed up to date before the merger takes effect.
- **Settling Dues:** Settle any pending dues or disputes with tax authorities.

### Summary

1. **Surrender of RC:** Apply for surrender of GST, excise duty, and other registrations.
2. **Transfer of CENVAT Credit:** Notify the Central Excise department and request the transfer of CENVAT credit.
3. **New Registration:** Update or obtain new GST and other registrations for the transferee company if necessary.
4. **Legal Compliance:** File necessary forms with MCA, notify stakeholders, and ensure accurate transfer of records.

It's recommended to consult with a legal expert, tax advisor, or company secretary to ensure compliance with all relevant regulations and smooth execution of the merger process.