Question 1

What is the difference between an LLP and a private limited company in India?

Accepted Answer

Karnataka DOES charge stamp duty on formation instruments, and materially so - the earlier record's conclusion that the published schedule 'does not list a specific rate for company/LLP/partnership formation instruments' was wrong. Articles of Association (Article 10), Memorandum of Association (Article 33), partnership constitution (Article 40-A) and LLP constitution (Article 40A) each carry their own rate in the Schedule to the Karnataka Stamp Act, 1957. Threshold: Every formation instrument executed in Karnataka. Article 10 exempts the articles of any association not formed for profit and registered under section 25 of the Companies Act, 1956. Where a Memorandum of Association is NOT accompanied by Articles of Association it bears the same duty as Article 10 rather than the flat Rs 5,000. Fee basis: Instrument by instrument. The company rates are capital-scaled with a cap; the partnership and LLP rates are banded by capital. Slabs: Articles of Association of a company (Article 10) - Rs 5,000 for every Rs 10 lakh of share capital or part thereof, subject to a maximum of Rs 1 crore - amount shown is the per-Rs-10-lakh unit — INR 5000; Articles of Association of a company (Article 10) - statutory MAXIMUM — INR 10000000; Memorandum of Association of a company (Article 33(a)) - where accompanied by Articles of Association — INR 5000; Partnership - instrument of constitution (Article 40-A), where the capital of the partnership does not exceed Rs 50,000 — INR 500; Partnership - instrument of constitution (Article 40-A), in any other case — INR 2000; Partnership - instrument of reconstitution (Article 40-B(b)), in any other case — INR 2000; Partnership - instrument of dissolution (Article 40-C(b)), in any other case — INR 2000; Limited Liability Partnership - constitution, or conversion of a firm, private company or unlisted public limited company into an LLP (Article 40A(A)(a)) - where the capital does not exceed Rs 10 lakh — INR 5000 Renewal: Not applicable - a one-time duty on execution. Deadline: Duty is payable on or before execution of the instrument. Karnataka now also operates the Karnataka Stamp (Digital e-Stamp) Rules, 2025. Statute: The Karnataka Stamp Act, 1957 (Karnataka Act 34 of 1957), Schedule Articles 10, 33, 40 and 40A, as amended up to Act 30 of 2025; the formation rates were substituted by the Karnataka Stamp (Amendment) Act, Act 04 of 2024 with effect from 3 February 2024 UPGRADED FROM INDICATIVE TO VERIFIED, AND THE EARLIER RECORD'S CORE FINDING IS REVERSED. The earlier record concluded from igr.karnataka.gov.in's landing page that the published schedule covers only property transactions and carries no incorporation rate. That is wrong, and the error came from reading the registration-fee landing page rather than the Act's Schedule. The full English text of the Karnataka Stamp Act, 1957 as amended to Act 30 of 2025 was retrieved from indiacode.gov.in through its DSpace API (item c0b1c569-0f8c-4f93-bbb3-24de748d77d2, English bitstream '34_of_1957_(e)_30_of_2025.pdf', 1,943,125 bytes, 108 pages) and Articles 10, 33, 40 and 40A were read verbatim from the Schedule. NOTE the India Code TEXT bundle for this item is TRUNCATED at section 21 and does not contain the Schedule at all; the ORIGINAL PDF had to be fetched and re-extracted. COMPETITOR FIGURES ARE WRONG AND WERE REJECTED: several sources circulate 'Karnataka charges Rs 500 flat stamp duty on LLP agreements'. Article 40A, inserted by Act 16 of 2015 and substituted by Act 04 of 2024, charges Rs 5,000 where LLP capital does not exceed Rs 10 lakh - ten times that figure; Rs 500 is the old partnership-constitution rate for capital up to Rs 50,000 under Article 40-A, a different instrument. DEFECT IN THE STATUTORY TEXT, RECORDED NOT CORRECTED: Article 40A(A)(b), for LLP capital exceeding Rs 10 lakh, reads 'Rupees five thousand plus rupees five lakhs for every rupees ten lakhs capital amount, subject to a maximum of rupees Twenty five lakhs'. Read literally the incremental rate is Rs 5,00,000 per Rs 10 lakh of capital, which is internally implausible against the Rs 25 lakh cap and against the Rs 5,000 base; the band's own heading says 'for every rupees five lakh or part thereof exceeding rupees ten lakhs'. NO AMOUNT IS RECORDED FOR THAT BAND because the published text cannot be relied on; an LLP with capital above Rs 10 lakh must have its duty confirmed with the Department before any figure is quoted. Also not recorded: the ad valorem heads - Article 40-B(a) and 40-C(a) charge five per cent on the market value of immovable property remaining with or distributed by the firm, and Article 40A(B) charges five per cent on reconstruction or amalgamation of an LLP.

Question 2

Documents required for Company Incorporation

Accepted Answer

Recent photograph of each subscriber to the memorandum, affixed and scanned with the MOA and AOA (Companies (Incorporation) Rules 2014, rule 16(1)(a)); Income-tax Permanent Account Number (PAN) of each subscriber - PAN card is mandatory for Indian nationals (Companies (Incorporation) Rules 2014, rule 16(1)(h) and rule 16(1)(m)); Proof of identity - for Indian nationals, any ONE of: Voter's identity card, Passport copy, Driving Licence copy, Unique Identification Number (UIN); for foreign nationals and Non Resident Indians: Passport (Companies (Incorporation) Rules 2014, rule 16(1)(m)); Residential proof - Bank Statement, Electricity Bill, or Telephone / Mobile Bill (Companies (Incorporation) Rules 2014, rule 16(1)(n)); Proof of nationality, where the subscriber is a foreign national (Companies (Incorporation) Rules 2014, rule 16(1)(o)); Specimen signature and latest photograph duly verified by the banker or notary, in Form No. INC-10 (Companies (Incorporation) Rules 2014, rule 16(1)(q)); Notarisation (and, for Hague Apostille Convention countries, apostille) of the signature, address and proof of identity of a subscriber who is a foreign national residing outside India; in a non-Commonwealth, non-Apostille country the notary's certificate must be authenticated by a Diplomatic or Consular Officer (Companies (Incorporation) Rules 2014, rule 13(5)(a) to (c)); Where a subscriber is a body corporate: certified true copy of the board resolution (or, for an LLP or partnership firm, the resolution agreed by all partners) authorising subscription to the memorandum, the investment, the number of shares, and naming the person authorised to subscribe (Companies (Incorporation) Rules 2014, rule 16(2)(f) and rule 16(2)(g)); Where a subscriber is a foreign body corporate: copy of its certificate of incorporation and its registered office address (Companies (Incorporation) Rules 2014, rule 16(2)(i)); Declaration by an advocate, Chartered Accountant, Cost Accountant or Company Secretary in practice, in Form No. INC-8 (Companies Act 2013, section 7(1)(b), read with Companies (Incorporation) Rules 2014, rule 14); Affidavit from each subscriber to the memorandum and each first director named in the articles, in Form No. INC-9 (Companies Act 2013, section 7(1)(c), read with Companies (Incorporation) Rules 2014, rule 15); Particulars of each first director and his interest in other firms or bodies corporate, together with his consent to act as director, filed in Form No. DIR-12 (Companies (Incorporation) Rules 2014, rule 17); Registered office proof - ANY of: (a) the registered document of title of the premises in the name of the company; or (b) a notarised copy of the lease or rent agreement in the name of the company together with a rent-paid receipt; (c) authorisation from the owner or authorised occupant of the premises together with proof of ownership or occupancy authorisation (Companies Act 2013, section 12(2), read with Companies (Incorporation) Rules 2014, rule 25(2)(a) to (c); filed in Form No. INC-22); Proof of evidence of a utility service - telephone, gas, electricity etc. - depicting the address of the premises in the name of the owner or of the document relied on (Companies (Incorporation) Rules 2014, rule 25(2)(d); filed in Form No. INC-22); One Person Company only: written consent of the nominee, in Form No. INC-3, together with the nomination in Form No. INC-2 (Companies Act 2013, section 3(1) first proviso, read with Companies (Incorporation) Rules 2014, rule 4(1) and 4(2)); Section 8 (not-for-profit) company only: draft memorandum and articles; declaration in Form No. INC-14 by an advocate, CA, Cost Accountant or CS in practice; an estimate of the future annual income and expenditure of the company for the next three years specifying sources of income and objects of expenditure; and the declaration in Form No. INC-15 by each applicant (Companies (Incorporation) Rules 2014, rule 19(3)(a) to (d); application in Form No. INC-12)

Question 3

Stamp duty on incorporation — Haryana

Accepted Answer

Stamp duty on incorporation instruments in Haryana is fixed by Schedule 1-A of the Indian Stamp Act, 1899 as it applies to Haryana, published by the state's own registration/land-records portal. Fee basis: fixed rupee duties per instrument under Schedule 1-A: Articles of Association scale with authorised capital across a single Rs 1 lakh break, Memorandum of Association depends on whether it is accompanied by articles, and a partnership instrument carries a flat duty Slabs: Articles of Association of a company - authorised capital does not exceed Rs 1 lakh (Art. 10(a)) — INR 1000; Articles of Association of a company - in other cases (Art. 10(b)) — INR 2000; Memorandum of Association of a company - if accompanied by articles of association (Art. 39(a)) — INR 500; Memorandum of Association of a company - if not so accompanied (Art. 39(b)) — INR 1000; Partnership - instrument of, where the capital does not exceed Rs 500 (Art. 46 A(a)) — INR 1000; Partnership - instrument of, in any other case (Art. 46 A(b)) — INR 1000; Partnership - dissolution of (Art. 46 B) — INR 100 Statute: Indian Stamp Act, 1899, Schedule 1-A (for Haryana), see section 3 Read article by article off 'SCHEDULE 1-A OF INDIAN STAMP ACT 1899 (For Haryana)', published as a PDF on the state's own jamabandi.nic.in registration portal - the same host that refused the connection (ECONNRESET) last session but served this document cleanly today. Schedule 1-A carries an exemption for articles of an association not formed for profit registered under section 25 of the Companies Act, 1956. The Schedule names no article for an LLP agreement, so no LLP figure is recorded. These are instrument duties only; the registration fee is a separate table in the same document.

What is the difference between an LLP and a private limited company in India?

Stamp duty on incorporation — Karnataka

Documents required for Company Incorporation

Stamp duty on incorporation — Haryana

Stamp duty on incorporation — Maharashtra

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