contracts
Stamp Duty on a LLP Agreement in India: What You Pay by State (2026)
Every limited liability partnership in India has an LLP agreement, and that agreement attracts stamp duty. The amount is not fixed nationally. It depends on the state in which the LLP is registered and, in most states, on the capital contribution of the partners. This guide explains how stamp duty on an LLP agreement is worked out, why it varies, when it is payable, and how to pay it correctly. This is general information, not legal advice. Stamp duty rates, denominations and rules can change, and they depend on the state and the document, so confirm the current position on the official state channel or with a local professional before you pay. ## What the LLP agreement is and why it is stamped An LLP agreement sets out the rights and duties of the partners and of the LLP: the capital each partner brings, how profits are shared, how decisions are made, how partners join or leave, and how the LLP is managed. After an LLP is incorporated, the agreement has to be filed with the Registrar of Companies within the time the LLP law allows. Before it is filed, it must be executed on stamp paper of the correct value, because it is a document that creates rights and obligations and is therefore chargeable with stamp duty. ## Why there is no single figure Stamp duty is largely a state subject in India. Each state sets its own rates under the Indian Stamp Act as amended for that state, or under its own stamp law. For an LLP agreement, most states charge the duty by reference to the capital contribution, often in bands, so that a larger capital contribution carries a higher duty. Some states apply a fixed amount, and some apply a percentage up to a cap. Because every state writes its own schedule, the duty on the same LLP agreement differs depending on where the LLP is registered. <!-- [VERIFY] do not insert state-wise slabs or rupee figures for LLP agreement stamp duty without confirming each on the current state schedule; most states tie it to capital contribution in bands and the figures change --> ## How the duty is usually worked out In broad terms, the duty on an LLP agreement takes one of these shapes, depending on the state: - A slab based on the total capital contribution, so the duty rises as the capital rises.
- A percentage of the capital contribution, sometimes subject to a minimum or a cap.
- A fixed amount for the agreement regardless of capital, in a few states. To work out your figure you need two things: the state where the LLP is registered, and the total capital contribution recorded in the agreement. With those two, check the current slab or rate for an LLP agreement in that state. Because these figures change and vary widely, this guide does not quote state rates. ## When the duty is payable The stamp duty is paid when the agreement is executed, which in practice is around incorporation, before the agreement is filed with the Registrar of Companies. If the capital contribution changes later, or the partners sign a supplementary or amended LLP agreement, that supplementary document may itself attract stamp duty under the state schedule. Treat every version that changes rights or capital as a document that may need its own stamping. ## How to pay the stamp duty Most states now deliver this through an e-stamp. In general terms the flow is: 1. Finalise the LLP agreement and the total capital contribution.
- Find the current duty for an LLP agreement in the state of registration, based on that capital.
- Buy the e-stamp for that amount through the SHCIL e-stamp channel or an Authorised Collection Centre such as a listed bank, choosing the state and the purpose.
- Execute the agreement on or with the e-stamp certificate, have all partners sign, and keep the certificate with its unique number.
- File the agreement with the Registrar of Companies within the time allowed. If you are unsure of the duty, a company secretary, a chartered accountant or a listed Authorised Collection Centre can confirm the current figure for your state and capital before you pay. ## Common mistakes to avoid The most common mistake is using a generic low value stamp for convenience. If the agreement is under-stamped, it can be impounded when produced before a court or an authority, and you then pay the shortfall plus a penalty, which can be several times the original duty. A second mistake is forgetting that a supplementary agreement, for example when capital is increased or a partner is added, may need its own stamping. The safe path is to stamp each version for the correct amount for the state and the capital involved. ## Keeping a stamped agreement alive after you sign it Stamping and filing are only the beginning. An LLP agreement is amended over the life of the business, and each change touches capital, profit sharing or management. The full journey, from drafting the clauses, to reviewing them for risk, to e-signing and e-stamping, to tracking amendments and filing dates, can sit in one workspace rather than scattered folders and reminders. Adira is an AI legal operating system built on Claude that holds that draft, review, e-sign and e-stamp, and track cycle in one place tuned to how your company contracts, with public per-seat pricing and a short free trial. You can see how it works at the product site. A single pane showing the health of every contract is on its roadmap. E-stamp coverage depends on the state, so confirm what is supported during the trial. For a single LLP agreement, the steps above are all you need. The workspace idea becomes useful once you manage many contracts and their amendments at once.
Frequently asked questions
- How is stamp duty on an LLP agreement calculated?
- Most states tie the duty to the capital contribution, often in bands, so a larger capital carries a higher duty. Some states use a percentage with a minimum or cap, and a few use a fixed amount. You need the state of registration and the total capital contribution, then check the current slab or rate for that state.
- Is stamp duty on an LLP agreement the same across India?
- No. Stamp duty is largely a state subject, so each state sets its own slabs or rate for an LLP agreement under its stamp law. The duty on the same agreement can differ depending on the state where the LLP is registered, so confirm the figure for your state before you pay.
- When is the stamp duty on an LLP agreement paid?
- The duty is paid when the agreement is executed, in practice around incorporation and before the agreement is filed with the Registrar of Companies. If the partners later sign a supplementary or amended agreement, that document may attract its own stamp duty under the state schedule.
- What happens if an LLP agreement is under-stamped?
- An under-stamped LLP agreement can be impounded if produced before a court or an authority, and you usually pay the shortfall in duty plus a penalty, which can be several times the original duty. Stamping for the correct state and capital at the start avoids this cost.
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