Every LLP agreement in India has to be signed on stamp paper, and how much you pay depends on the state of your registered office. The difference can be large: a ₹5 lakh LLP might pay ₹300 in one state and ₹5,000 in another. This guide explains how the duty works, shows the rates for the main states, and covers payment, amendments and what happens if you under-stamp.
When completing LLP registration in India, partners should execute the LLP agreement on the appropriate stamp paper or through an accepted e-stamping process, pay the applicable state stamp duty, and file the agreement with the Ministry of Corporate Affairs (MCA) using Form 3 within 30 days of incorporation. The exact amount should be verified against the latest applicable state rules before execution.
Stamp duty on an LLP agreement is a state levy, usually worked out on the capital contribution. It follows the state where the LLP’s registered office is located. For a ₹1 lakh contribution, the duty is about ₹1,000 in Maharashtra, Delhi and Gujarat, but only ₹300 in Tamil Nadu.
Quick Summary
LLP agreement stamp duty is a state-specific charge payable when executing an agreement for a Limited Liability Partnership (LLP) in India. The amount generally depends on the state where the agreement is executed, the applicable stamp duty rules and, in some states, the capital contribution of the partners. Understanding these charges helps businesses plan their LLP registration costs accurately.
- Check your state’s stamp duty rules: Stamp duty rates and payment procedures vary across Indian states and union territories.
- Review capital contribution: In states where stamp duty depends on the contribution amount, calculate the applicable duty before executing the LLP agreement.
- Prepare the LLP agreement: Clearly specify the partners’ contributions, profit-sharing ratios, roles, responsibilities and operational terms.
- Pay the applicable stamp duty: Use the permitted payment method under the relevant state regulations, such as stamp paper or e-stamping, where available.
- Complete LLP registration: File the required incorporation documents with the Ministry of Corporate Affairs (MCA) and complete applicable post-incorporation formalities.
- Avoid compliance issues: Verify the correct stamp duty amount and execution requirements to reduce the risk of delays, penalties or difficulties in enforcing the agreement.
Planning to register an LLP or prepare an LLP agreement?
Get professional assistance with LLP registration, agreement drafting, state-specific stamp duty requirements and statutory compliance.
What Is Stamp Duty on an LLP Agreement?
Stamp duty is a tax the state government charges on legal documents. For an LLP, it applies to the LLP agreement. The agreement is then filed with the Registrar in Form 3 along with the stamped copy. The duty is separate from the MCA’s incorporation fees, which are the same everywhere.
Which State’s Rate Applies?
The state of the LLP’s registered office. It does not depend on where the partners live. If you change the registered office to another state later, the duty on any new agreement or amendment follows the new state’s rules.
How Is the Duty Calculated?
- Percentage of capital contribution. Several states, including Maharashtra, Delhi and Gujarat, charge about 1% of the contribution, with a minimum or a cap.
- Flat amount. Tamil Nadu and many smaller states charge a fixed sum regardless of contribution.
- Slabs. Some states charge different amounts for different contribution ranges.
- Property contributions. If a partner contributes immovable property, some states calculate duty on its market value instead. Check this before you structure the contribution.
Stamp Duty on LLP Agreements in Major States
| State | How it is charged | At ₹1 lakh | At ₹5 lakh | At ₹20 lakh |
| Maharashtra | 1% of contribution, minimum ₹500, maximum ₹15,000 | ₹1,000 | ₹5,000 | ₹15,000 |
| Delhi | 1% of contribution, capped at ₹5,000 | ₹1,000 | ₹5,000 | ₹5,000 |
| Gujarat | ₹1 per ₹100 of contribution, capped at ₹10,000 | ₹1,000 | ₹5,000 | ₹10,000 |
| Tamil Nadu | Flat ₹300 | ₹300 | ₹300 | ₹300 |
Karnataka, Telangana and Rajasthan need a local check, because sources give different figures:
- Karnataka: a fixed duty of around ₹1,000 to ₹2,000 for smaller contributions, rising for larger ones.
- Telangana: a small slab-based amount, from about ₹50 to a few hundred rupees, with sources differing at the higher end.
- Rajasthan: a contribution-based duty that can reach ₹10,000.
Confirm these on the state’s e-stamping or stamps department site before you pay. If your LLP will be in Chennai, you may want to read about LLP registration in Chennai.
Other States and Union Territories: Indicative Duty for a Small LLP
These figures are indicative and should be confirmed with the state before you pay.
| State or UT | Indicative duty (₹) |
| Andhra Pradesh | 500 |
| Arunachal Pradesh, Assam, Himachal Pradesh, Jammu and Kashmir, Manipur, Meghalaya, Mizoram, Nagaland, Sikkim, Tripura | 100 |
| Bihar, Jharkhand | 2,500 to 5,000 |
| Chhattisgarh, Madhya Pradesh | 2,000 to 5,000 |
| Goa | 150 |
| Haryana, Punjab | 1,000 |
| Kerala | 5,000 |
| Odisha | 200 |
| Uttar Pradesh, Uttarakhand | 750 |
| West Bengal | 150 |
| Dadra and Nagar Haveli and Daman and Diu | Check locally |
| Puducherry, Chandigarh, Ladakh, Andaman and Nicobar, Lakshadweep | Check locally |
How to Pay Stamp Duty on an LLP Agreement?
- Non-judicial stamp paper: print the agreement on stamp paper of the right value.
- Franking: pay at an authorised bank, which stamps your document.
- E-stamping: several states, including Delhi, Karnataka and Gujarat, use e-stamping for most amounts, and Maharashtra uses its own online system.
Pay before or at the time of signing. Keep the e-stamp certificate or the stamp paper with the signed agreement, because you will upload a scan with Form 3 within 30 days. See the LLP Form 3 guide and the LLP agreement format.
Does an Amendment Need Fresh Stamp Duty?
Usually yes, on the supplementary or restated agreement. If the amendment increases the contribution or admits a partner with new capital, many states charge duty on the new or additional contribution. Rules differ, so check with your state. The steps are on how to change an LLP agreement, and our team can handle the amendment of the LLP agreement.
What If the Agreement Is Under-Stamped?
Under the Indian Stamp Act, a document that is not duly stamped is not admissible in evidence until the missing duty and a penalty are paid. The penalty varies by state, and it is often a multiple of the shortfall. Stamping a document late costs more than stamping it correctly the first time.
Practical Tips
- Check the rate for your registered office state before you fix the contribution clause.
- Declare the contribution the partners will actually bring in. Understating it to save duty can cause problems later with banks, funding and tax.
- Use e-stamping where available, since it is faster and easier to verify.
- Keep the stamp certificate with your records.
- Recheck rates each year, because states revise them.
Need Help with LLP Agreement Stamp Duty and Registration Costs?
Get expert assistance with LLP registration, state-wise stamp duty calculations, LLP agreement drafting, documentation and MCA Form 3 filing to ensure a smooth registration process.
FAQs
1. What is the stamp duty on an LLP agreement?
It depends on the state of the registered office. In Maharashtra, it is 1% of the contribution; in Delhi 1% capped at ₹5,000, in Gujarat 1% capped at ₹10,000, and in Tamil Nadu, a flat ₹300.
2. Is there a separate stamp duty for LLP registration?
No state stamp duty applies to the incorporation filing itself. The duty is on the LLP agreement. MCA fees are separate.
3. Which state’s stamp duty applies?
The state where the LLP’s registered office is located.
4. Can I pay stamp duty online?
Yes, in states that offer e-stamping. Others use stamp paper or franking.
5. Is stamp duty charged again when I amend the agreement?
Usually yes, on the supplementary or restated agreement, and often on any increase in contribution.
6. What happens if I don’t pay stamp duty?
An unstamped or under-stamped agreement cannot be used as evidence until you pay the shortfall and a penalty.
7. Does the capital contribution affect the duty?
In percentage-based states, yes. In flat-rate states, no.
Conclusion
Stamp duty is a small cost for an LLP, but one that is easy to get wrong. Check your state’s rate, pay it before you sign, and keep the certificate with your Form 3 filing. If you want help with the agreement, the stamping or the filing, our team can take care of all three.
Related Reading
