Stamp Duty on a Share Purchase Agreement in India: What You Pay by State (2026)

A share purchase agreement, often called an SPA, is the contract under which one party buys shares in a company from another. People buying or selling shares often ask what stamp duty they must pay on it. The honest answer has two parts, because there are usually two documents involved, and they are charged differently. This guide separates them, explains how the duty is worked out, and shows how to pay it. This is general information, not legal advice. Stamp duty rates and rules are set by law that differs by document type and by state and that changes over time. Confirm the current position on the official channel or with a local professional before you pay. ## Two things that get stamped, not one When shares change hands, there are usually two separate documents, and it helps to keep them apart. 1. The share purchase agreement itself. This is the contract that records the deal: who is buying, who is selling, how many shares, at what price, and on what terms and conditions. As an agreement, it attracts stamp duty under the stamp law of the state where it is executed. 2. The transfer of the shares. The actual movement of the shares is a separate event. For shares held in physical form this is done on a share transfer form, and for shares held in demat form it runs through the depository system. The duty on the transfer of securities is handled under a central mechanism that applies across India, collected through the stock exchange or depository, rather than being paid state by state. Mixing these two up is the most common mistake. The SPA and the transfer are different documents with different stamp treatment, so read any advice carefully to see which one it is talking about. ## How the duty on the agreement is set Stamp duty on the agreement document is generally a state subject. Each state fixes, through its State Stamp Act or schedule, what an agreement of this kind attracts. The shape you should expect is one of two patterns: - A fixed amount for an agreement, regardless of the deal value, in some states.

• An amount that depends on the value involved in some states, especially where the document is treated as conveying property rights. Which pattern applies, and the exact figure, depends on the state where the SPA is executed and on how that state classifies the document. Because these rates differ by state and are revised from time to time, this page does not quote a figure. You confirm the current rate for an agreement of this type in your state. <!-- [VERIFY] exact current stamp-duty treatment and figure for a share purchase agreement document in the main states of execution (e.g. Maharashtra, Karnataka, Delhi) before quoting any amount --> ## How the duty on the share transfer is set The transfer of the shares themselves is charged under a central rate that applies across India, so unlike the agreement it does not change from state to state. It is normally calculated on the value of the shares transferred and collected through the stock exchange clearing system or the depository when the transfer is processed. The rate for transfer of securities is set centrally and can be revised, so confirm the current figure before you rely on it. <!-- [VERIFY] current central stamp-duty rate on transfer of shares/securities and the collection mechanism (exchange/depository) for 2026 --> The practical takeaway is that the transfer duty tends to be predictable because it is uniform, while the duty on the agreement document is the part that varies by state and needs checking locally. ## How to pay stamp duty on the agreement For the agreement document, most states let you pay through an e-stamp rather than printed stamp paper. An e-stamp is a digital stamp certificate that records the duty paid, the parties and the purpose, and carries a unique number that can be verified online. In most of India, e-stamps are issued through SHCIL, the Stock Holding Corporation of India, which is the central government's Central Record Keeping Agency for e-stamping. SHCIL works through Authorised Collection Centres such as banks, and through its online channel in several states. Some states use their own treasury or registration portal instead. In general terms, you choose the state, select the purpose as an agreement, enter the parties, enter the correct duty amount, pay, and download the e-stamp certificate to keep with the signed SPA. <!-- [VERIFY] which states offer SHCIL online issuance vs their own portal as the primary route for stamping an agreement in 2026 --> ## Why stamping the SPA matters A properly stamped agreement is admissible as evidence. If the deal is ever disputed, over price adjustments, warranties, or conditions, a correctly stamped SPA can be relied on in court. An unstamped or under-stamped agreement can be impounded if produced before a court or authority, and to use it you usually pay the shortfall plus a penalty that can be several times the original duty. In a transaction worth real money, getting the small matter of stamping right protects the whole deal. There are also company law steps around a share transfer, such as updating the register of members and filing where required, which are separate from stamping. Keep stamping, transfer and company filings as distinct tasks on your checklist. ## A short checklist 1. Identify the two documents: the SPA, and the share transfer.

2. For the SPA, confirm the current stamp duty for an agreement in the state of execution.
3. For the transfer, confirm the current central rate on transfer of shares and how it is collected.
4. Pay the SPA duty by e-stamp and keep the certificate with the signed agreement.
5. Complete the transfer and any company law filings as separate steps. ## Keeping the deal documents in order after signing Stamping the SPA is one step in a longer chain. The agreement still has to be signed by all parties, its conditions and completion dates tracked, and the final version stored so it can be found during any later dispute or audit. In deals where several documents, approvals and dates run together, things get lost between email, folders and spreadsheets. Adira is an AI legal operating system built on Claude that holds the whole cycle, from drafting and reviewing a contract for risk, to e-signing and e-stamping, to tracking the key dates, in one workspace tuned to how your company contracts, with public per-seat pricing and a short free trial. You can see how it works at adiralaw.com. 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 share sale, the steps above are what you need. The workspace idea earns its place once you are running several transactions and their documents at once.