Section 94 fills the remaining gaps: a firm, association or family that stops business, changes its constitution, dissolves or partitions is assessed as if nothing had changed, and its members answer for the dues.
Key points
- Under section 94(1) of the CGST Act, 2017, where a firm, AOP or HUF discontinues business, its dues up to discontinuance are determined as if it had continued, and every partner or member at the time is jointly and severally liable.
- On a change in the constitution of a firm or AOP, partners or members before and after the change are jointly and severally liable for dues up to the change (section 94(2)).
- The same applies on dissolution of a firm or AOP or partition of an HUF (section 94(3)).
- A limited liability partnership is treated as a firm for Chapter XVI, and "court" means the District Court, High Court or Supreme Court (Explanation).
The provisions
94(1)–(3)Liability in other cases
Statutory text
(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.
*Enforced w.e.f. 1st July, 2017.
Statutory text as published on the CBIC tax information portal, as on 03.10.2026; the numbered notes record each amendment. Official source
Common questions
- Is an LLP treated as a firm under GST?
- Yes, for the liability provisions of Chapter XVI of the CGST Act (Explanation to section 94), so its partners can be jointly and severally liable for its dues.
Commentary and case notes checked against the judgments and CBIC sources on 04.10.2026.
What it means
Treating an LLP as a firm brings its partners within sections 90 and 94, notwithstanding the limited liability under the LLP Act, 2008.