GST registration for a new company: who must register, by when, and how

A certificate of incorporation does not register a company for GST (goods and services tax). Registration under the Central Goods and Services Tax Act 2017 is a separate step, and the law asks three questions in order: does the turnover rule make you liable (s.22), are you excluded (s.23), and do you fall in a category that must register whatever your turnover (s.24)? Then comes the procedure: the application, the thirty-day clock and the portal steps (s.25 and rules 8 to 10 of the CGST Rules 2017).

Legal basis: ss.22-25, CGST Act 2017; rules 8-10, CGST Rules 2017. Threshold amounts can be varied by notification. This article states only what the Act and Rules say; check the current notification for your class of supplier before you act.

What to do now

• Next step: list every state from which the company makes or will make taxable supplies, and test each against s.22 (turnover) and s.24 (categories) separately.
• Deadline: apply "within thirty days from the date on which he becomes liable to registration" in each state where you are liable (s.25(1), CGST Act 2017). A casual taxable person or non-resident taxable person must apply at least five days before commencing business (proviso to s.25(1)).
• Consequence of delay: if the application comes after those thirty days, the registration takes effect only from the date it is granted, not from the date you became liable (rule 10(3), CGST Rules 2017). Compare this with rule 10(2), under which a timely application is effective from the date of liability.

Have a CA review your facts before you act or file.

Step 1: the turnover rule (s.22)

Section 22(1) makes every supplier liable to be registered "in the State or Union territory, other than special category States, from where he makes a taxable supply of goods or services or both, if his aggregate turnover in a financial year exceeds twenty lakh rupees" (₹20 lakh). A proviso lowers this to ten lakh rupees (₹10 lakh) for taxable supplies made from special category States.

Three points matter for a new company.

The test is state by state. Liability arises in the State or Union territory from where the taxable supply is made. A company supplying from two states tests each state, and s.25(1) requires an application "in every such State or Union territory in which he is so liable".

The Act lets the Government raise the figures by notification. The proviso for special category States allows the ten-lakh figure to be raised to an amount not exceeding twenty lakh rupees. A further proviso allows the Government, at the request of a State and on the Council's recommendation, to raise the ₹20 lakh figure to an amount not exceeding forty lakh rupees (₹40 lakh) for a supplier "engaged exclusively in the supply of goods", subject to conditions and limitations as notified. A supplier is still treated as engaged exclusively in goods if it also makes exempt supplies of services by way of deposits, loans or advances where the consideration is interest or discount (Explanation to s.22(1)). Whether either enhancement applies to your state and your business depends on the notification in force, which you must check yourself.

"Aggregate turnover" is wide. It "shall include all supplies made by the taxable person, whether on his own account or made on behalf of all his principals" (Explanation (i) to s.22). Goods supplied by a registered job worker after job work are treated as the principal's supply and are left out of the job worker's aggregate turnover (Explanation (ii)).

Registration follows a transferred business

Section 22(3) provides that where a business carried on by a registered taxable person is transferred "whether on account of succession or otherwise, to another person as a going concern", the transferee or successor is liable to be registered "with effect from the date of such transfer or succession".

For a transfer under a scheme of amalgamation or demerger of two or more companies, approved by an order of a High Court, Tribunal or otherwise, s.22(4) overrides sub-sections (1) and (3). The transferee is liable to be registered with effect from the date on which the Registrar of Companies issues a certificate of incorporation giving effect to the order. If you are on the receiving side of a scheme, the thirty-day period in s.25(1) is counted from that date of liability, so the date the Registrar of Companies (ROC) issues the certificate belongs on the closing checklist alongside the other filings.

Step 2: who is excluded (s.23)

Section 23(1) says the following persons are not liable to registration:

• a person engaged exclusively in the business of supplying goods or services or both that are not liable to tax or are wholly exempt from tax under the CGST Act or the Integrated Goods and Services Tax Act; and
• an agriculturist, to the extent of supply of produce out of cultivation of land.

The word "exclusively" does the work. A company that supplies some exempt and some taxable services is not within the first limb.

Section 23(2) is a power to exempt further categories. It operates "notwithstanding anything to the contrary contained in sub-section (1) of section 22 or section 24": the Government may, on the Council's recommendation, by notification and "subject to such conditions and restrictions as may be specified therein", specify categories of persons exempt from obtaining registration. Whether your company is in any notified category is a question for the notification itself.

Step 3: categories that must register whatever the turnover (s.24)

Section 24 begins "Notwithstanding anything contained in sub-section (1) of section 22" and lists the persons who "shall be required to be registered". The categories are:

• persons making any inter-State taxable supply;
• casual taxable persons making taxable supply;
• persons required to pay tax under reverse charge (where the buyer, not the seller, pays the tax);
• persons required to pay tax under s.9(5);
• non-resident taxable persons making taxable supply;
• persons required to deduct tax under s.51, whether or not separately registered;
• persons who make taxable supply on behalf of other taxable persons, whether as an agent or otherwise;
• Input Service Distributors, whether or not separately registered;
• persons who supply goods or services, other than supplies specified under s.9(5), through an electronic commerce operator who is required to collect tax at source under s.52;
• every electronic commerce operator "who is required to collect tax at source under section 52";
• every person supplying online information and database access or retrieval services from a place outside India to a person in India, other than a registered person;
• every person supplying online money gaming from a place outside India to a person in India (clause (xia)); and
• such other person or class of persons as may be notified on the Council's recommendation.

For a young company, the practical consequence is that the turnover threshold in s.22 may never be the relevant test. A company that makes an inter-State taxable supply, or that is required to pay tax under reverse charge for a particular purchase, is within s.24 from that point. Whether a given service or purchase is actually taxable, or taxable under reverse charge, is decided outside ss.22-25, so confirm it for your own transactions.

An illustration. A newly incorporated software company bills its first customer in another State. If that is an inter-State taxable supply, clause (i) of s.24 applies regardless of turnover, and the thirty days under s.25(1) run from that date. Waiting until turnover reaches the s.22 figure would not be a defence.

Step 4: how and where to apply (s.25)

Section 25 contains the rules on procedure:

• Time: within thirty days from the date of becoming liable (s.25(1)); at least five days before commencing business for casual and non-resident taxable persons.
• Each State separately: application is made "in every such State or Union territory in which he is so liable" (s.25(1)). A person is granted "a single registration in a State or Union territory" (s.25(2)).
• Multiple places of business: a person having multiple places of business in a State or Union territory "may be granted a separate registration for each such place of business, subject to such conditions as may be prescribed" (proviso to s.25(2)).
• SEZ: a person having a unit in a Special Economic Zone, or being an SEZ developer, "shall have to apply for a separate registration" distinct from the place of business outside the zone in the same State or Union territory (second proviso to s.25(1)).
• PAN: every person must have a Permanent Account Number to be eligible for registration (s.25(6)). A person required to deduct tax under s.51 may use a TAN (tax deduction account number) instead (proviso to s.25(6)).
• Voluntary registration: a person "though not liable to be registered under section 22 or section 24 may get himself registered voluntarily, and all provisions of this Act, as are applicable to a registered person, shall apply to such person" (s.25(3)). Before you choose it, list what that means for your company, including return filing and every other obligation of a registered person, and ask a CA about the credit position on your inputs.
• Distinct persons: a person with more than one registration, in one State or several, is treated as distinct persons in respect of each registration (s.25(4)). If a person registered in one State has an establishment in another State, the establishments are treated as establishments of distinct persons (s.25(5)). The Act text read for this article does not by itself tell you how each inter-branch movement of goods or services is to be invoiced and taxed; that comes from the supply and valuation provisions, so take advice before moving stock between your own registrations.

Step 5: the portal process (rules 8-10)

Rule 8 (application). A person liable under s.25(1), or seeking voluntary registration under s.25(3), must before applying declare the Permanent Account Number and State or Union territory in Part A of FORM GST REG-01 on the common portal, directly or through a notified Facilitation Centre. Certain persons are excluded from this route. They include non-resident taxable persons, persons required to deduct tax under s.51 and persons required to collect tax under s.52 (rule 8(1)). The PAN is validated online against the Central Board of Direct Taxes database and verified through separate one-time passwords sent to the mobile number and e-mail address linked to the PAN (rule 8(2)(a)). On successful verification a temporary reference number is generated (rule 8(3)).

The applicant then submits Part B of FORM GST REG-01, signed or verified by electronic verification code, with the documents specified in the form (rule 8(4)). An Input Service Distributor makes a separate application as such (proviso to rule 8(1)).

Rule 9 (verification and approval). The proper officer examines the application and, if it is in order, approves registration "within a period of seven working days from the date of submission of the application" (rule 9(1)). Where the person fails to undergo Aadhaar authentication or does not opt for it, where the person is identified on the portal on risk parameters for physical verification, or where the proper officer, with the required approval, deems physical verification fit, registration is granted "within thirty days of submission of application" after physical verification of the place of business and verification of documents (rule 9(1), proviso).

If the application is deficient, or the officer wants clarification, a notice in FORM GST REG-03 may be issued within seven working days of submission (thirty days in the physical-verification cases above), and the applicant must reply in FORM GST REG-04 within seven working days of receiving the notice (rule 9(2)). If the officer is satisfied, registration may be approved within seven working days of the reply (rule 9(3)). If no reply is given, or the officer is not satisfied, the application may be rejected in FORM GST REG-05, with reasons recorded in writing (rule 9(4)).

If the proper officer takes no action within the periods in rule 9(5) (seven working days of submission in the ordinary case, thirty days in the physical-verification cases, or seven working days from receipt of a clarification), the application is deemed approved (rule 9(5)). Rule 9A separately allows registration to be granted electronically by the common portal within three working days of submission where the applicant is identified on the portal through data analysis and risk parameters (rule 9A, inserted w.e.f. 1 November 2025).

Rule 10 (certificate and effective date). Once approved, a certificate in FORM GST REG-06, showing the principal place of business and any additional places, is made available on the common portal and a GSTIN (your GST registration number) is assigned (rule 10(1)). The GSTIN has fifteen characters: two for the State code, ten for the PAN or TAN, two for the entity code and one checksum character. The registration is effective from the date on which the person became liable if the application was submitted within thirty days of that date (rule 10(2)). If the application is submitted after those thirty days, the effective date is the date of grant of registration (rule 10(3)).

A file that will stand up

Keep, for each State: the turnover computation under s.22 including principals' supplies; the s.23 check; the s.24 category check against your actual supply routes and purchases; the date of liability and proof of filing within thirty days; the REG-01 acknowledgement and the REG-06 certificate; and, if you hold more than one registration, a note of the distinct-person position under s.25(4) and (5).

Frequently asked questions

Does incorporation give a company a GSTIN?
No. The company must be liable under s.22 or s.24, or choose voluntary registration under s.25(3), and then apply under rule 8.

What turnover makes registration compulsory?
Aggregate turnover exceeding ₹20 lakh in a financial year, or ₹10 lakh for taxable supplies from special category States, tested for each State (s.22(1)). Higher figures can apply through notifications within the ceilings stated in the Act, so check the notification for your case.

Do I need to register below the threshold?
Yes, if you are in a category in s.24, for example if you make an inter-State taxable supply.

How long do I have to apply?
Thirty days from the date you become liable, in each State where you are liable (s.25(1)).

What if I apply late?
The registration takes effect from the date of grant (rule 10(3)).

Can I register before I am liable?
Yes. Voluntary registration is allowed under s.25(3), and all provisions applicable to a registered person then apply to you.

Is one GSTIN enough for several States?
No. A single registration is granted per State or Union territory (s.25(2)), and each registration is a distinct person (s.25(4)).

How long does the department take to approve?
Seven working days from submission in the ordinary case, thirty days where physical verification applies, with deemed approval if no action is taken within those periods (rule 9(1) and (5)).

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See Also

• Allotting Shares After a Public Offer? Minimum Subscription, Listing Permission and Refunds Under Sections 39–40
• Debentures Under Section 71: Conversion, DRR, Trustees and Holder Remedies
• Buying back your own shares (s.68): the 25% ceiling, the board-vs-members route, and the solvency paper trail