How Much Stamp Duty Is Payable on an LLP Agreement?
There is no single national figure. Stamp duty on LLP agreement liability is fixed by the Stamp Act of the state of the registered office, and in most states it is worked out on the LLP capital contribution recorded in the deed. For instance, a contribution of ₹1 lakh would incur ₹1,000 in Maharashtra, ₹2,500 in Bihar and ₹500 in Telangana.
How Is the Duty Calculated?
The process of calculation involves two stages. Initially, the state schedule should be consulted to avoid possible violation of the law. Subsequently, the slab corresponding with the payment indicated in the contract has to be determined.
Worked Example: Maharashtra
Take an LLP in Mumbai with two partners contributing ₹3 lakh each in cash, so ₹6 lakh in total. Article 47(1)(b) of Schedule I to the Maharashtra Stamp Act charges 1% where cash contribution exceeds ₹50,000, capped at ₹15,000. The duty is ₹6,000. Therefore, in this case, the stamp duty payable is ₹6,000.
Worked Example: Karnataka
When you relocate the LLP to Bengaluru, the fee amounts to ₹ 1,000 in accordance with the Karnataka Stamp Act. This essentially means that everything remains the same – partners are unchanged, capital is unchanged, but you only pay one-sixth of the stamp duty that you would pay in Maharashtra.
What Is the Property-Contribution Trap?
A trap exists at the entry point of Maharashtra. Where contribution comes in as property rather than cash, Article 47(1)(c) charges conveyance duty on market value, which can turn a ₹6,000 bill into a six-figure one. Check what an LLP agreement must contain before fixing the contribution clause. Overall, it is better to find out what to check in the LLP agreement for contribution clause before making a decision about the clause.
State-Wise Stamp Duty on LLP Agreements
Rates verified July 2026. Four states name a limited liability partnership expressly: Maharashtra, Karnataka, Gujarat, and Rajasthan, which goes furthest and gives the LLP its own Article 35-B. Everywhere else the agreement is stamped under the ordinary instrument-of-partnership article. Where a row says the rate was not verified, that is deliberate: those figures circulate online with no traceable schedule entry behind them, and a wrong rupee figure is worse than a gap.
| State or UT | Article | Stamp duty on the LLP agreement |
|---|---|---|
| Maharashtra | 47, names LLP | ₹500 where cash contribution is nil or up to ₹50,000; 1% above that, capped at ₹15,000 |
| Karnataka | 40-A, names LLP | ₹1,000 up to ₹10 lakh capital; above that, ₹1,000 plus ₹500 per ₹5 lakh or part, capped at ₹10 lakh |
| Madhya Pradesh | Partnership entries 111 to 113 | 2% of cash contribution above ₹50,000, minimum ₹2,000 and maximum ₹10,000; ₹5,000 where contribution is nil or under ₹50,000 |
| Bihar | 46(A) | 2.5% of disclosed capital, minimum ₹1,000 and maximum ₹10,000; ₹10,000 where capital is not disclosed |
| Chhattisgarh | Partnership | ₹1,000 where cash contribution is up to ₹50,000; 2% above that, capped at ₹5,000 |
| Punjab | 46 | ₹2,000 in any other case; the sub-₹500 capital slab could not be verified |
| Haryana | 46 | ₹1,000 flat, on both capital slabs |
| Telangana | 41 | ₹100 where capital is up to ₹5,000; ₹500 in any other case |
| Andhra Pradesh | 41 | ₹100 where capital is up to ₹5,000; ₹500 in any other case |
| Uttar Pradesh | 46, Schedule I-B | Bond duty on capital, which computes to ₹700 once capital passes ₹10,000 |
| Uttarakhand | 46-A | ₹700, shown in the department fee table as 7% on ₹10,000 |
| Odisha | 46 | ₹50 where capital is below ₹500; ₹200 in any other case |
| Assam | 46 | Bond duty where capital is up to ₹1,000; ₹100 in any other case |
| Tripura | 46 | ₹100 |
| Himachal Pradesh | 46, Schedule I-A | ₹200; the entry is dated, so confirm the current notification |
| Gujarat | 44, names LLP | 1% of the capital contribution, capped at ₹10,000; where contribution comes in as immovable property, 3.5% of its market value |
| Rajasthan | 35-B, a dedicated LLP article | ₹2,000 where cash contribution is nil or up to ₹50,000; ₹2,000 for every further ₹50,000 or part, capped at ₹10,000 |
| Tamil Nadu | 46 | ₹50 where capital does not exceed ₹500; ₹1,000 in any other case, raised from ₹300 in 2023 |
| West Bengal | 46, Schedule I-A | ₹20 up to ₹500; ₹50 up to ₹10,000; ₹100 up to ₹50,000; ₹150 above that |
| Kerala | 43 | ₹5,000; dissolution ₹1,000 |
| Delhi | 46, Schedule I-A | Rate not verified at publication. Delhi applies Schedule I-A but does not publish it, so confirm with the Collector of Stamps |
| Goa, Jharkhand, Sikkim, the north-eastern states not listed above, Jammu and Kashmir, and the union territories | Varies | Rate not verified at publication, confirm with the state stamp authority |
What Pattern Should You Read in the Table?
Rather than just concentrating on one column of data, the general trend should be analyzed. The stamp duty imposed on an LLP agreement differs between the states. Some states have progressed to a capped % rate or a rising slab. The states that bear the colonial legacy such as Assam, Odisha, and Tripura impose nominal charges for the same.
When and How Do You Pay Stamp Duty on LLP Agreement Filings?
It is necessary to make payment either before or at the time contract is made. According to Section 17 of the Indian Stamp Act of 1899, documents which require stamp duty must be duly stamped before or at the time of execution. The payment cannot be delayed due to the absence of any grace period of thirty days.
What Does the 30-Day Rule Actually Cover?
It should be observed that “30 days” can be a bit confusing because it refers to some other obligation. As per Rule 21(1) read with Section 23(2) of the LLP Act of 2008, the agreement is to be submitted with the Registrar in Form 3 within 30 days of the incorporation of the LLP. This refers to an obligation to file with the MCA and does not necessitate any payment to the government.
Which Payment Routes Are Available?
Three payment routes are in use, and availability varies by state:
- E-stamping. A certificate bought through the state e-stamping vendor or treasury portal, now the default in most large states.
- Franking. An authorised bank impresses the duty on the first page of the unsigned agreement.
- Physical stamp paper. Still valid in several states, though denominations are limited and stock is inconsistent.
Whose Name Must the Stamp Be In?
The stamp must be in the name of one of the parties to the agreement before the signing of the document. The LLP has to be incorporated before using the FiLLiP incorporation form and the partners are required to execute the document before two witnesses.
What If You Pay Late or Underpay?
In case of any mistake in the stamp attached on the LLP agreement, the stamp will not be invalidated but rendered unworkable. Section 35 forbids the officials from exercising any power in connection with the agreement until it is fully stamped.
How Expensive Is the Cure?
The method entails expenditure. Section 35 claims that the instrument will be accepted after there is a payment for unpaid duty and a fine of ₹5 or if the unpaid amount is more than ₹5, a fine of 10 times of the unpaid amount. The total duty amounts to ₹60,000 for ₹6,000 of unpaid stamp value, and so on. As stated in Section 33, any government official accepting the instrument needs to confiscate it, and the Collector applies charges as per Section 40.
Why Does the Defect Stay Hidden?
The form is accepted and registered by the MCA, regardless of stamping requirements, which means that the flaw remains undetected for years. Problems arise in partnership disputes or acquisition discussions preventing the agreement from being filed.
Does Additional Capital Contribution Need Fresh Stamp Duty?
Yes, the rise in contribution is documented through a supplementary LLP deed, which is a separate document that is chargeable in its own right. Duty is also charged on the increase in contribution according to the same article of the same state schedule.
How Is the Supplementary Deed Charged?
In Maharashtra, the supplemental deed worth ₹8 lakh incurs a tax of 1% which amounts to ₹8,000. Since this is less than the taxable limit of ₹15,000 specified in Article 47. The same rules in Article 40-A are applied by Karnataka while calculating taxes.
Does Form 3 Have to Be Filed Again?
The requirement to file documents arises at the same time. Rule 21(1) requires Form 3 again within 30 days of the change, and the MCA fee is banded by contribution, so a larger declared figure raises both the state duty and the central fee. Model that alongside the total cost of registering an LLP.
What Other Changes Trigger Duty?
Welcoming a new partner with money or adjusting the asset valuation will produce equivalent effects. However, if the contributions situation does not change, the issue will remain static and would be only mentioned as “change of the registration office” by the article author.
Is There a Minimum Capital Contribution for an LLP?
One important point in relation to any partnership has to do with the contributions that partners are expected to make at formation. According to the LLP Act 2008, there does not exist a minimum contribution requirement by partners at the time of the LLP formation nor is there a maximum limit imposed. Indeed, the contribution can be made in the form of cash, tangible assets, or intangible assets as recognized by the LLP structure.
Why Does the Duty Scale With Contribution?
This serves to explain the existence of the duty under consideration. Because there is no statutory benchmark, taxation in the state is dependent on the information that the partners include in their declarations.
Why Is the Declared Figure a Cost Decision?
Thus, it follows that the act of declaring contributions means that the individual has taken a decision regarding expenditures that should therefore be considered a substantive decision rather than a mere technicality. The cost involved in declaration of contributions of ₹50 lakh is ₹15,000 in Maharashtra and ₹5,000 in Karnataka even without payment being made to the bank.
Who Drafts and Stamps the Agreement?
It is the responsibility of the partners to prepare the deed and calculate the stamp-duty under the LLP agreement, though the deed may be drafted by a company secretary, lawyer, or registration service, while the partners buy the stamp. Vakilsearch does provide this service as part of LLP registration while considering contributions and unequal sharing of profits while preparing the deed.
Do You Need a Custom Draft?
It is not necessary to prepare different documents due to the absence of any requirement. A two-person LLP can simply utilize the provisions of the First Schedule as set out in Section 23(4) of the LLP Act. Drafting assistance comes into play only when there are no further documents that can provide the information.
What Should You Take Away?
When it comes to stamp duty outlined in LLP agreement, many believe that the sum which needs to be spent will be substantial enough. But in reality, there will not be a need for big amounts of money for this operation. The duty amount concerning LLP agreement will most probably cover small operations rather than well-organized large ones. To have everything done properly one should find out the state he/she is in, understand the contributions type, pay the duty before proceeding and file Form 3 within a month. Rates were checked against state official lists in July 2026 so it is important to clarify them with the local authorities prior to the purchase because the rates may differ from time to time due to notifications from the states.
Radhika Goyal is Author of Taxconcept Gurugram head office, for deeply reported tax, gst and income tax articles on issues that matter. He splits her time between New Delhi and Bengaluru, and has worked as a reporter, a podcaster and an editor for publications across India.