25/08/2026
What happens to your business if a sole proprietor dies?
Most people think about succession only in terms of who will inherit the business.
But there is another important question:
👉 What happens to the carried-forward business losses under Income Tax?
👉 What happens to the unutilised GST ITC lying in the electronic credit ledger?
If the legal heir inherits and continues the same business, the tax treatment can be very different from a situation where the business is simply discontinued.
Under Income Tax, subject to the applicable conditions, the successor may be able to utilise the deceased proprietor’s carried-forward business losses against income from the same business.
But if the business is discontinued, the losses don’t simply become available to the legal heirs.
And under GST, where there is a transfer of business, the legal heir may need to obtain a new GST registration and the unutilised ITC can potentially be transferred through Form GST ITC-02, subject to the prescribed conditions, including transfer of liabilities.
If the business is closed instead of being transferred, the ITC transfer mechanism under ITC-02 would not apply.
The takeaway: Sole proprietors should think about succession planning before a crisis occurs and not after it.
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This content is for general awareness and educational purposes only. Specific tax treatment depends on the facts and applicable provisions.