Harun Raaj & AssociatesHarun Raaj & Associates
Direct Tax Services

Final Tax Clearance on Entity Closure

Final Tax Clearance

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Overview

Final tax clearance on entity closure is the process of settling a company's or firm's tax position before it is struck off, dissolved or wound up — the returns filed, the tax and interest paid, the notices answered, and the no-objection obtained where the position requires it. The Income Tax Act 1961 drives the settlement: the final return of income under Section 139(1), the advance tax and TDS reconciliations, and the closure of the assessment history so the entity does not leave a live tax file behind.

The closure is not complete until the tax side is closed. A company that files its strike-off papers while its tax returns are unfiled, or its demands unpaid, leaves the directors exposed to the entity's tax liabilities after dissolution. The Income Tax Department's record of the entity stays live, and the demand, interest and prosecution exposure attach to the people who ran it.

The failure mode of tax closure is the partial close: the entity struck off while the returns for the last years were never filed, the advance tax never reconciled, the notices unanswered. Each is a defect that surfaces when the director's new venture is assessed, or when the department's systems match the old PAN to the people behind it.

This service is for companies and firms closing down. We complete the final returns under Section 139(1), reconcile the advance tax, TDS and credits, respond to any notices, obtain the tax clearances the closure requires, and hand you the confirmation that the entity's tax file is closed when the entity is.

How It Works

  1. 1

    Tax Position Review

    We review the entity's return, demand, advance tax and TDS history.

    Harun Raaj & Associates does this3-5 days
  2. 2

    Final Returns Preparation

    We prepare and file the final returns under Section 139(1) for the open years.

    Harun Raaj & Associates does this1-2 weeks
  3. 3

    Reconciliation & Settlement

    We reconcile advance tax, TDS credits and demands and settle the outstanding.

    Harun Raaj & Associates does this1 week
  4. 4

    Notice & Assessment Closure

    We respond to notices and close the assessment history of the entity.

    Harun Raaj & Associates does thisAs required
  5. 5

    Clearance Confirmation

    We issue the confirmation that the entity's tax file is closed for the closure.

    Harun Raaj & Associates does this2-3 days

Frequently Asked Questions

What tax clearances are needed before a company can be struck off?
Before filing STK-2 (fast-track strike-off under Section 248 of the Companies Act 2013): all ITRs must be filed up to the cessation date, GST registration must be cancelled (Form REG-16), all TDS returns filed and TDS remitted, and any outstanding demands from Income Tax, GST, or TDS departments cleared. MCA cross-checks PAN-linked demands before approving STK-2.
How is GST registration cancelled on entity closure?
GST REG-16 is filed on the GST portal selecting "Cessation of Business". A final GSTR-10 (final return) must be filed within 3 months of the effective cancellation date, reversing ITC on closing stock under Rule 44. Late filing of GSTR-10 attracts ₹200/day (₹100 CGST + ₹100 SGST), capped at ₹10,000.
What TDS obligations remain on closure?
All TDS deducted up to the closure date must be deposited via Challan 281 and reported in quarterly TDS returns (Form 26Q/24Q/27Q). Form 16 must be issued to employees for the partial year. TAN surrender is possible only after all TDS returns are filed and demands from TDS CPC (Vaishali) are cleared.
How is an LLP dissolved?
LLP closure uses Form 24 under Rule 37 of LLP Rules 2009 — the LLP must declare it ceased business for at least one year or never commenced, attach ITR-5 filings and a CA-certified statement of accounts not older than 30 days. For LLPs with assets, voluntary winding up under Sections 63–65 of the LLP Act 2008 applies.
Is there exit tax on winding up?
Yes — distributions to shareholders above paid-up capital and general reserves are deemed dividend under Section 2(22)(c) of the Income Tax Act, taxable in the shareholders' hands. Capital gains arise on any asset transferred or sold during liquidation — the company is the assessee. Accumulated losses are extinguished on dissolution and cannot transfer to shareholders.

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