Section 90 – Liability of Members of Association of Persons (AOP) or Body of Individuals (BOI)
Section 90 of CGST Act, 2017 – Liability of Members of Association of Persons (AOP) or Body of Individuals (BOI)
Updated on: February 2026 (as applicable till date)
Prepared by: Yours Tax Consultant
1. Objective of Section 90
Section 90 ensures that GST dues of an Association of Persons (AOP) or Body of Individuals (BOI) do not become irrecoverable due to lack of assets, dissolution, or cessation of activities.
It fixes personal liability on members of such associations.
2. Statutory Provision – Section 90
Section 90:
Where any association of persons or body of individuals
is liable to pay any tax, interest or penalty
under this Act,
the association or body
and every person who was a member thereof
at the time when such tax was due
shall be jointly and severally liable
for the payment of such tax, interest or penalty.
3. Persons Covered under Section 90
Section 90 applies to:
- Association of Persons (AOP)
- Body of Individuals (BOI)
Examples include:
- Unincorporated joint ventures
- Consortiums
- Clubs or informal associations
4. Nature of Liability
Liability under Section 90 is:
- Personal
- Joint and several
- Independent of internal agreements
The GST department may recover the entire amount from any one member.
5. Time Period of Liability
Members are liable if they were:
- Members at the time when tax became due
Subsequent exit from AOP/BOI does not absolve past liability.
6. Section 90 vs Section 89
- Section 89: Liability of partners of firm
- Section 90: Liability of members of AOP/BOI
Both provisions impose personal liability, but apply to different legal entities.
7. Dissolution or Closure of AOP/BOI
On dissolution:
- GST liability does not extinguish
- Members remain personally liable
- Recovery can proceed against individual members
Dissolution cannot be used as a tax-avoidance mechanism.
8. Defences Available to Members
Unlike directors under Section 88:
- No explicit statutory defence is provided
- Members may rely on factual arguments
- Due process and limitation still apply
Liability is largely strict in nature.
9. Practical Scenarios
- Joint venture executes taxable works contract
- GST dues remain unpaid
- JV has no assets
In such cases, members of the JV can be proceeded against individually.
10. Judicial Principles
Courts have observed that:
- AOP/BOI cannot be used to shield members from tax
- Joint and several liability is valid under GST
- Recovery must follow due process under Section 79
11. Risk Mitigation for Members
- Clearly define GST responsibility in agreements
- Monitor GST compliance of AOP/BOI
- Ensure timely payment and filing
12. Related Provisions
13. Professional Insight
Section 90 makes it clear that informal structures offer no GST protection. Members of AOPs and BOIs must treat GST compliance as a personal exposure issue, not merely an organisational formality.
Disclaimer: This article is prepared based on the CGST Act, CGST Rules, notifications and prevailing legal position as applicable till date. Member liability depends on facts, timing and judicial interpretation.
Comments