Question 1

What is the minimum share capital for 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

Stamp duty on incorporation — Bihar

Accepted Answer

Stamp duty on incorporation instruments in Bihar is fixed article by article in the Registration Department's own published Table of Stamp Duty & Registration Fee. Fee basis: per-instrument duties: Articles of Association are a flat duty for a company with no share capital and an ad valorem 0.15% with floor and cap where there is nominal or increased share capital; Memorandum of Association depends on whether it is accompanied by articles; a partnership deed is 2.5% of disclosed capital within a floor and cap, or a flat duty where capital is not disclosed Slabs: Article of Association - company has no share capital (Art. 10(a)) — INR 1500; Article of Association - company has nominal share capital, or increases share capital (Art. 10(b)): 0.15%, minimum — INR 1000; Article of Association - company has nominal share capital, or increases share capital (Art. 10(b)): 0.15%, maximum — INR 500000; Memorandum of Association - if accompanied by articles (Art. 39(a)) — INR 500; Memorandum of Association - if not so accompanied (Art. 39(b)) — INR 1000; Partnership Deed - capital disclosed in the instrument (Art. 46(A)(a)): 2.5% of the capital, minimum — INR 1000; Partnership Deed - capital disclosed in the instrument (Art. 46(A)(a)): 2.5% of the capital, maximum — INR 10000; Partnership Deed - capital not disclosed (Art. 46(A)(b)) — INR 10000; Registration fee on a Memorandum of Association or a Partnership Deed (Table of Fee entry E(iii)) — INR 1000 Statute: Indian Stamp Act, 1899 Schedule I-A as applied in Bihar (articles 10, 39 and 46), with the registration fee under the Table of Fee Upgraded from unavailable. Note that the Article of Association entry carrying the 0.15% ad valorem rate also shows a 2% registration fee (Table of Fee A-1), which is a much larger charge than the flat E(iii) fee and is recorded here in the note rather than the slabs because it is a percentage, not an amount. Reconstitution of a partnership where immovable property remains with the firm is charged at 6% as a conveyance (Art. 46(B)). The commercial figure of roughly Rs 1,663 for Rs 1 lakh authorised capital is NOT confirmed and is not recorded. This is distinct from ad valorem duty on property conveyance.

Question 3

Stamp duty on incorporation — Maharashtra

Accepted Answer

Stamp duty is payable on incorporation-related instruments; IGR Maharashtra publishes ready-reckoner (e-ASR) and leave-and-license calculators, but no specific rate for MOA/AOA/LLP agreement/partnership deed was found. Threshold: Instruments executed on incorporation: Articles of Association (Article 10), Memorandum of Association (Article 39), and partnership / LLP / joint-venture instruments (Article 147). Fee basis: ad valorem on share capital for companies and on share contribution for partnerships and LLPs, per Schedule I of the Maharashtra Stamp Act as published by the Inspector General of Registration Slabs: Article 10 - Articles of Association of a company: 0.2 per cent on share capital or increased share capital, subject to a maximum of Rs 50,00,000 as printed in the Schedule (reduced to Rs 25,00,000 by notification Mundrak 1094/2229/CR-450-MI dated 2 August 1994 reproduced on the same page) — INR null; Article 39(a) - Memorandum of Association, if accompanied by Articles of Association — INR 1000; Article 39(b) - Memorandum of Association, if NOT accompanied by Articles of Association: 0.2 per cent of share capital, minimum Rs 1,000, maximum Rs 50,00,000 — INR null; Article 147(1)(a) - Partnership, LLP or joint venture where there is no share of contribution, or cash contribution does not exceed Rs 50,000 — INR 500; Article 147(1)(b) - Partnership, LLP or joint venture where cash share contribution exceeds Rs 50,000: 1 per cent of share contribution, maximum Rs 15,000 — INR null; Article 147(1)(c) - Partnership, LLP or joint venture where share contribution is brought in as property: the same duty as a Conveyance under Article 25 on the market value of that property — INR null Statute: The Maharashtra Stamp Act (Bombay Act LX of 1958), Schedule I Read directly from the Inspector General of Registration's own published 'Schedule I and II to The Maharashtra Stamp Act' PDF on igrmaharashtra.gov.in. NOTE THE CONFLICT INSIDE THE AUTHORITY'S OWN DOCUMENT: Article 10 as printed caps duty at Rs 50,00,000, but the same page reproduces notification No. Mundrak 1094/2229/CR-450-MI dated 2 August 1994, issued under section 9(a), reducing the Article 10 maximum to Rs 25 lakh with effect from 1 August 1994. Both are recorded and neither is suppressed; which is operative today was not settled at source. Article 147 expressly covers Limited Liability Partnerships and joint ventures, which is the entry a founder actually needs. Article 10 exempts the articles of a section 25 not-for-profit company.

What is the minimum share capital for a private limited company in India?

Stamp duty on incorporation — Karnataka

Stamp duty on incorporation — Bihar

Stamp duty on incorporation — Maharashtra

Documents required for Company Incorporation

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