Draft Agreement For Slump Sale

Intangible movable property, such as countervailable debts or company property, must necessarily be transferred under a written deed and indebted as transfers. While land/buildings are real estate, machinery installed on a factory site (fixed to the ground) can be considered immobile property depending on the degree and durability of the installation and the purpose of the installation and attachment of the machine. For example, the sale of a fertilizer plant as part of a slump sale with land and buildings would be considered a fixed property if the plant has always been planned to remain securely fixed on the land and the transferred building. A business is defined in Section 2 (17) of the Goods and Services Tax Act. However, there are cases where the agreement contains recitals concerning the payment of consideration, the surrender of ownership of the property as well as deeds of ownership of that property. In such cases, the BTA takes the colour “Conveyance” and stamp duty is levied accordingly. Since the transfer provided for in the contract is the sale of an undertaking as a whole, it cannot be explicitly assimilated to the sale of movable or immovable property. The Indian Stamp Act and the State Stamp Act do not contain specific provisions that impose a tax on a “transaction” transfer agreement as such. Therefore, it is essential that any asset that is to be transferred to the buyer under a BTA be individually labelled as mobile or immobile for stamp duty purposes. .

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