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When dealing with business takeovers, mergers or even loan approvals, one document that authorities or financial institutions often ask for is a No Statutory Dues Certificate. This certificate confirms that an entity has cleared all its statutory dues such as provident fund, ESI, GST, income tax or other government-related liabilities up to a specific date. It serves as a clean chit from the concerned department or statutory authority, providing assurance that there are no pending payments.
For businesses, especially those undergoing restructuring or seeking clearances from regulatory bodies, this certificate helps in establishing credibility and financial discipline. In this guide, we explain what a No Statutory Dues Certificate is, when it is required, how to apply for it and which authorities issue it.
What Are Statutory Dues?
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Income Tax
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TDS (Tax Deducted at Source)
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Dividend Distribution Tax (for earlier years)
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Goods and Services Tax (GST)
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Customs Duty
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Excise Duty (for specific industries still under excise)
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Employees Provident Fund (EPF) contributions
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Employees State Insurance (ESI) contributions
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Labour Welfare Fund
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Professional Tax
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Bonus under Payment of Bonus Act
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Gratuity dues (if applicable)
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Stamp Duty and Registration Charges
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Local Body Tax (LBT) or Municipal Cess
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MCA Filing Fees (for companies)
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ROC Penalties or Compliance Fees
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Environment Cess (for applicable industries)
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Import Export Dues (DGFT-related obligations)
list of Statutory Dues
What is a No Statutory Dues Certificate?
Where is No Statutory Dues Certificate Required?
This certificate is commonly required in the following situations:
1. Loan Applications (Especially from Public Sector Banks)
When applying for a business or personal loan, especially from public sector banks and cooperative banks, the borrower is often required to submit a No Statutory Dues Certificate. This document helps the bank evaluate the applicant’s compliance with statutory laws such as GST, Income Tax, PF and ESI.
It acts as a risk mitigation tool for the bank, ensuring that the applicant doesn’t have hidden financial liabilities that could affect loan repayment. Many banks include this certificate as part of their standard documentation checklist during credit appraisal.
2. Business Sale, Merger, or Acquisition
During a merger, acquisition or sale of a business, the buyer conducts a thorough due diligence process to assess the financial and legal standing of the entity being acquired. A No Statutory Dues Certificate from a CA certifies that the target company has no pending dues to government authorities.
This ensures a clean transfer of ownership without the risk of inheriting past liabilities, which could lead to penalties or litigations post-transaction.
3. Voluntary Company Closure or Strike Off
When a business entity opts for voluntary winding up or files for strike-off under the Companies Act, 2013, the Registrar of Companies (ROC) often requires a No Statutory Dues Certificate as part of the closure process.
This certificate confirms that the company has fulfilled all its financial obligations toward statutory authorities and ensures that no dues are left unpaid before shutting down operations. It protects directors and promoters from future legal complications.
4. Due Diligence Process
Whether it’s for raising investment, onboarding new partners or undergoing regulatory inspection, a compliance due diligence is often conducted. A No Statutory Dues Certificate provides critical assurance to investors, legal advisors and auditors that the company is compliant with all applicable tax and regulatory norms.
5. Tenders or Government Contracts
While applying for government tenders or contracts, companies are typically required to submit various declarations and certificates, including a No Statutory Dues Certificate. This proves the bidder’s compliance record and financial integrity.
Government bodies prioritize working with vendors who have no pending statutory dues, as it reflects their credibility and reduces legal risk for the contracting authority.
6. Startup Fundraising or Investment
Investors such as venture capitalists, angel investors and private equity firms often demand a No Statutory Dues Certificate during the fundraising process. It assures them that the startup is not facing any legal or financial troubles related to tax compliance or statutory dues.
This document can significantly improve a startup’s chances of securing funding, as it adds transparency and builds investor confidence.