Stamp Duty on an LLP Agreement in India (2026)

If you are forming a Limited Liability Partnership (LLP) in India, one compliance step often catches new partners off guard: paying stamp duty on the LLP agreement. Unlike the registration fees charged by the Ministry of Corporate Affairs (MCA), stamp duty is a state subject under the Constitution of India. This means the amount you pay depends on where your LLP is registered and how much capital the partners contribute. This 2026 guide explains what an LLP agreement is, why it must be stamped, how the duty is calculated, and a representative state-wise view of the charges, along with the key timelines you must not miss.

What is an LLP Agreement?

An LLP agreement is the foundational document that governs the mutual rights and duties of the partners, and the relationship between the partners and the LLP itself. It is the equivalent of a partnership deed for a traditional partnership firm, but tailored to the LLP structure introduced by the Limited Liability Partnership Act, 2008.

A typical LLP agreement records details such as:

• Name of the LLP and its registered office
• Nature of the business and objectives
• Amount of capital contribution by each partner
• Profit and loss sharing ratio
• Rights, duties and obligations of designated partners
• Rules for admission, retirement, resignation and removal of partners
• Dispute resolution and dissolution procedures

If partners do not execute a bespoke agreement, the provisions of the First Schedule to the LLP Act apply by default, which may not suit every business. Most LLPs therefore draft their own agreement.

Why Must an LLP Agreement Be Stamped?

Stamp duty is a tax levied on legal instruments to give them validity and evidentiary value. An LLP agreement is treated as an instrument chargeable with stamp duty under the relevant State Stamp Act (or the Indian Stamp Act, as adapted by each state). Paying the correct duty matters because:

• An inadequately stamped or unstamped agreement may not be accepted as evidence in court.
• Proper stamping is expected as part of clean compliance when filing the agreement with the MCA.
• Deficient stamping can attract penalties under the applicable state law.

The duty is usually paid by purchasing non-judicial stamp paper of the required value, or through franking or e-stamping, and the agreement is then executed on it.

Stamp Duty Is a State Subject and Varies by State

Because stamp duty falls within the State List, there is no single all-India rate. Two LLPs with identical capital contribution can pay very different amounts simply because they are registered in different states. Broadly, states adopt one of two approaches:

• Percentage of capital contribution — for example, a percentage such as 1% of the capital, often with a minimum floor and a maximum cap.
• Fixed slab amounts — a flat figure that steps up as the capital contribution crosses defined thresholds.

Duty Is Based on the Amount of Capital Contribution

The single most important variable in calculating stamp duty is the total capital contribution stated in the agreement. Higher capital generally means higher duty, either directly (as a percentage) or by pushing the LLP into a higher fixed slab. This is why partners should decide their capital contribution carefully before finalising the agreement.

Representative State-Wise Stamp Duty Table (Indicative)

The table below is a representative, indicative snapshot to illustrate how rates differ across states and capital slabs. Rates are revised by state governments from time to time, so treat these as a starting point only and always confirm the current figure with the concerned State Stamp Act or a professional before you pay.

State	Up to Rs 1 lakh	Rs 1–5 lakh	Rs 5–10 lakh	Above Rs 10 lakh
Maharashtra	1% of capital (min Rs 500)	1% of capital	1% of capital	1% of capital (max Rs 15,000)
Delhi	1% of capital	1% of capital	1% of capital	1% of capital (indicative cap approx Rs 5,000)
Karnataka	Rs 5,000 (plus Rs 1,000 per additional Rs 5 lakh)	Rs 5,000+	Rs 5,000+	Rs 5,000+ (stepped)
Tamil Nadu	Rs 300	Rs 300	Rs 300	Rs 300
West Bengal	Rs 150	Rs 150	Rs 150	Rs 150
Gujarat	Rs 1,000	Rs 2,000–5,000	Rs 5,000+	Rs 10,000 (indicative)
Uttar Pradesh	Rs 750	Rs 750	Rs 750	Rs 750
Andhra Pradesh	Rs 500	Rs 500	Rs 500	Rs 500
Rajasthan	Rs 2,000–4,000	Rs 4,000–10,000	Rs 10,000 (indicative)	Rs 10,000 (indicative)
Madhya Pradesh	Rs 2,000	Rs 2,000–5,000	Rs 5,000+	Rs 5,000+ (indicative)

Figures above are indicative and simplified for illustration. Actual duty, minimums, maximums and step-up amounts are governed by the current State Stamp Act notifications and can change.

Timeline, Notarisation and Form 3 Filing

Execute the agreement within 30 days of incorporation

Once the Certificate of Incorporation is issued by the MCA, the LLP agreement should be executed on stamp paper of the appropriate value, dated, and signed by all partners, ideally within 30 days of incorporation. The stamp paper is generally purchased in the state where the LLP is registered.

Notarisation

After execution, the agreement is commonly notarised. While notarisation is a widely followed good practice that adds authenticity, the legally decisive requirement is that the instrument is properly stamped and that it is filed with the MCA on time.

File the agreement in Form 3 within 30 days

The LLP agreement must be filed with the Registrar of Companies in Form 3 within 30 days of incorporation of the LLP. Any subsequent change to the agreement must also be intimated in Form 3 within 30 days of the change. Delay in filing can attract additional fees and penalties, so this deadline should be tracked closely.

A Simple Compliance Sequence

• Confirm the current stamp duty rate for your state and your capital contribution.
• Draft the LLP agreement to reflect the agreed terms.
• Purchase stamp paper (or use e-stamping/franking) of the correct value and execute the agreement, ideally within 30 days of incorporation.
• Notarise the executed agreement.
• File the agreement in Form 3 with the MCA within 30 days of incorporation.

Getting the stamp duty and filing right the first time avoids penalties and keeps your LLP records clean. If you would like end-to-end help, our team can handle drafting, stamping guidance and MCA filing as part of our LLP registration and compliance services, so you can focus on running your business.

Frequently Asked Questions

Is stamp duty on an LLP agreement the same across India?

No. Stamp duty is a state subject, so the rate and structure differ from state to state. Some states charge a percentage of the capital contribution with a minimum and maximum, while others use fixed slab amounts. Always confirm the rate applicable in your state of registration.

How is the stamp duty amount calculated?

It is primarily based on the total capital contribution recorded in the LLP agreement. Depending on the state, this is either a percentage of that capital (often with a cap) or a fixed amount that increases as capital crosses defined thresholds.

Within how many days must the LLP agreement be filed?

The LLP agreement must be filed with the MCA in Form 3 within 30 days of incorporation of the LLP. Changes to the agreement must likewise be filed in Form 3 within 30 days of the change.

Is notarisation of the LLP agreement mandatory?

Notarisation is a commonly followed practice that strengthens the authenticity of the document, but the essential legal requirements are correct stamping and timely filing in Form 3. Many LLPs still notarise as a matter of good practice.

What happens if the agreement is not properly stamped?

An inadequately stamped or unstamped agreement may not be admitted as evidence in court and can attract penalties under the applicable state stamp law. Correct stamping protects the enforceability of the agreement.

Disclaimer: This article is for general information only and reflects an indicative position for 2026. Stamp duty rates are set and revised by individual states and can change. Please verify the current rate under the relevant State Stamp Act or consult a professional before acting.