What is an LLP Agreement?
LIMITED LIABILITY PARTNERSHIP AGREEMENT or LLP AGREEMENT means any written agreement between:
- The partners of the Limited Liability Partnership or
- Between the Limited Liability Partnership and its partners
which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership.
How is the LLP Agreement Prepared?
LLP Agreement has certain Clauses which has to be discussed, agreed and Signed by all the Partners of LIMITED LIABILITY PARTNERSHIP
An LLP agreement has to be made and printed on Stamp Paper bearing a certain amount of Stamp Duty (see table below).
For payment of stamp duty on LLP agreement, stamp paper is purchased of the requisite value. There are many different stamp papers (14 varieties in 10 denominations of INR 50, 100, 500, etc.) main classification includes judicial and non-judicial stamp paper. The stamp paper used in courts for court fees payment and judicial activities is judicial stamp paper. The stamp paper used for paying stamp duty on an LLP agreement is non-judicial stamp paper.
While Buying a Non-Judicial Stamp Paper you need to provide the following details:
- Names of parties to the agreement (First party, second party, etc.),
- Addresses of the parties,
- Document name that is the LLP agreement and
- Stamp Paper Value.
What is the validity of Stamp Paper?
As per Section 54 of the Indian Stamp Act, 1899 if the stamp paper is unused, unspoilt and fit for use a refund may be granted by the Collector after a deduction of 10 paise per rupee, if the purchase of the same is made within 6 months. Further, as per Section 52B(b) of The Maharashtra Stamp Act and Section 52C of Bombay Stamp (Gujarat Amendment) Act, 2016 states that if any stamp has been purchased and it is neither used nor any allowances are claimed on it within a period of six months, it will be treated as invalid.
Filling of LLP Agreement
The LLP Agreement has to be filled with Ministry of Corporate Affairs (MCA) within 30 days of Incorporation of LIMITED LIABILITY PARTNERSHIP in LLP FORM 3. Stamp duty for LLP Agreement should not be paid on MCA Portal.
The Stamp Duty payable for LLP Agreement is a State subject and the same may be paid as per the State Stamp Act. In case there is no stamp duty specified for a specific state, the stamp duty is payable on the partnership agreement in view of the Finance Bill, 2009.
- Sanctions for delay in filling the LLP agreement
Delay in Filling of LLP Agreement may cause a fine of upto Rs. 100 per day.
- Below is the list of Stamp Duty to be paid for preparing LLP AGREEMENT for different states as per Capital Contribution. The Stamp Duty on LLP Agreement is updated as per the Finance Act 2009 and Respective State Stamp Acts
| Sr.No | STATE | Upto INR 1 Lakh | INR 1 to Rs. 5 Lakh | INR 5 to Rs. 10 Lakh | INR 10 Lakh and above |
| 1. | Andhra Pradesh (आंध्र प्रदेश) | 500 | 500 | 500 | 500 |
| 2. | Arunachal Pradesh (अरुणाचल प्रदेश) | 100 | 100 | 100 | 100 |
| 3. | Assam (आसाम) | 1000 | 1000 | 1000 | 1000 |
| 4. | Bengal (West Bengal/पश्चिम बंगाल) | 150 | 150 | 150 | 150 |
| 5. | Bihar (बिहार) | 2500 | 5000 | 5000 | 5000 |
| 6. | Chhattisgarh (छत्तीसगढ) | For share contribution up to INR 50, 000 – 1000 For share contribution in excess if INR 50, 000 – 2 % of the share contributed subject to a maximum of 5000 | 2 % of the share contributed subject to a maximum of 5000 | 2 % of the share contributed subject to a maximum of 5000 | 2 % of the share contributed subject to a maximum of 5000 |
| 7. | Delhi (दिल्ली) | 1% of Capital | 1% of Capital | 1% of Capital (Max : 5000) | 1% of Capital (Max : 5000) |
| 8. | Goa (गोवा) | 500 | 1000 | 5000 | 5000 |
| 9. | Gujarat (गुजरात) | 1000 (1 rupee for every 100 rupees up to maximum of INR 10, 000) | 2000-5000 (1 rupee for every 100 rupees up to maximum of INR 10, 000) | 6000-10000 (1 rupee for every 100 rupees up to maximum of INR 10, 000) | 10000 |
| 10. | Haryana (हरयाणा) | 1000 | 1000 | 1000 | 1000 |
| 11. | Himachal Pradesh (हिमाचल प्रदेश) | 200 | 200 | 200 | 200 |
| 12. | Jammu and Kashmir (जम्मू और कश्मीर) | For contribution in excess of INR 50, 000 – 2% of the value; up to maximum of 5000 (1000 for contribution of up to INR 50, 000) | For contribution in excess of INR 50, 000 – 2% of the value; up to maximum of 5000 | For contribution in excess of INR 50, 000 – 2% of the value; up to maximum of 5000 | 5000 |
| 13. | Jharkhand (झारखंड) | 2500 | 5000 | 5000 | 5000 |
| 14. | Karnataka (कर्नाटक) | 2000 (500 for contribution of up to INR 50, 000) | 2000 | 2000 | 2000 |
| 15. | Kerala (केरल) | 1000 | 1000 | 1000 | 1000 |
| 16. | Madhya Pradesh (मध्य प्रदेश) | 2000 | 2000-5000 | 5000 | 5000 |
| 17. | Maharashtra (महाराष्ट्र) | 500 + 1% of capital up to maximum 15000 (500 – for capital contribution of up to INR 50, 000) | 500 + 1% of capital up to maximum 15000 | 500 + 1% of capital up to maximum 15000 | 500 + 1% of capital up to maximum 15000 |
| 18. | Manipur (मणिपुर) | 100 | 100 | 100 | 100 |
| 19. | Meghalaya (मेघालय) | 100 | 100 | 100 | 100 |
| 20. | Mizoram (मिजोरम) | 100 | 100 | 100 | 100 |
| 21. | Nagaland (नागालैंड) | 100 | 100 | 100 | 100 |
| 22. | Orissa (ओडिशा) | 200 | 200 | 200 | 200 |
| 23. | Punjab (पंजाब) | 1000 | 1000 | 1000 | 1000 |
| 24. | Rajasthan (राजस्थान) | 2000 for every INR 50, 000 worth contribution (2000 for contribution up to INR 50,000) | 4000-10000 (2000 for every INR 50, 000 contribution up to maximum INR 10, 000.) | 10000 (2000 for every INR 50, 000 contribution up to maximum INR 10, 000.) | 10000 (2000 for every INR 50, 000 contribution up to maximum INR 10, 000.) |
| 25. | Sikkim (सिक्किम) | 100 | 100 | 100 | 100 |
| 26. | Tamil Nadu (तमिलनाडु) | 1000 | 1000 | 1000 | 1000 |
| 27. | Telangana (तेलंगाना) | 500 (For capital contribution of up to INR 5000– 100) | 500 | 500 | 500 |
| 28. | Tripura (त्रिपुरा) | 100 | 100 | 100 | 100 |
| 29. | Uttar Pradesh (उतार प्रदेश) | 40 – for each capital contribution of INR 1000 or part thereof in excess of INR 1000 (For capital contribution of up to INR 10, 000 – 100) | 40 – for each capital contribution of INR 1000 or part thereof in excess of INR 1000 | 40 – for each capital contribution of INR 1000 or part thereof in excess of INR 1000 | 40 – for each capital contribution of INR 1000 or part thereof in excess of INR 1000 |
| 30. | Uttarakhand (उत्तराखंड) | 750 | 750 | 750 | 750 |
| 31. | Dadra and Nagar Haveli (दादरा और नगर हवेली)
| 1000 | 2000 – 5000 | 6000 – 10000 | 10000 |
| 32. | Daman and Diu (दमन और दीव)
| 1000 (For Capital Contributions of upto INR 50,000- Rs. 500) | 1500 | 5000 | 5000 |
LLP Registration can be done through Registration Arena in Delhi NCR, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, Uttar Pradesh, Madhya Pradesh and all other Indian cities. Read more to know more about LLP Registration.
We also provide other services like
etc. in Mumbai, Delhi, Pune, Bangalore, Chennai, Hyderabad, Kolkata, Kerala and all other cities in India.
My LLP agreement is of Maharashtra jurisdiction and I am paying stamp duty as per esbtr challan. I just want to know whose details should be entered in the column ‘Duty Payer details’ and ‘ Other party details’.
Out of the 2 DPs executing the LLP Agreement, One DP is from UP and the other from MP. Registered office is at MP. Which state Stamp duty will be applicable for the Agreement?
What will be the stamp duty in Telangana. Also above rates are as on 2009. Kindly share latest rates. Thanks in advance for your cooperation
The Above rate is as per latest Stamp Duty Act, the stamp duty of Telangana State is same as of Andhra Pradesh.State.
Person joining a company as a partner and he want to transfer his land as a contribution or capital to the company..what will be the stamp duty percentage?
LLP Agreement is required while opening Bank Account of LLP, correct Stamp Duty has to be paid on agreement and same must be approved by Ministry of Corporate Affairs through LLP Form 3
Can bank refuse to open a bank account of LLP on the basis of stamp duty whether LLP got registered.
The bank will examine the agreement made is filed or not, where the LLP agreement is approved by ROC bank cannot refuse to open a bank account.