Stamp Duty on MoA & AoA – State-Wise Table for Company Incorporation
Why This Table Matters
Stamp duty is a State subject — it is levied under each State’s own Stamp Act, not under the Companies Act, 2013. While the MCA’s SPICe+ system auto-computes the applicable stamp duty at the time of incorporation based on the registered office state and the authorised share capital, the underlying rates differ sharply from one State/UT to another. A company incorporated in Punjab with ₹1 lakh authorised capital can pay 10x more stamp duty on its AoA than an identical company incorporated in Uttar Pradesh.
This matters for two common scenarios: (1) advising a client on where to keep the registered office when the choice is genuinely open (e.g., a holding company or a professional with multiple state options), and (2) estimating the total out-of-pocket cost of incorporation upfront, since stamp duty — not the MCA filing fee — is often the single largest variable cost component in SPICe+.
Stamp duty at incorporation is paid across four heads: the incorporation form (INC-2/INC-7/INC-29, now subsumed within SPICe+), the MoA, the AoA, and separately, Form SH-7 (used later for any increase in authorised capital).
A. State-Wise Stamp Duty Table — Companies Having Share Capital (Other Than Section 8)
All figures in ₹ unless stated otherwise.
| State / UT | Incorporation Form | MoA | AoA | SH-7 (on increase in authorised capital) |
|---|---|---|---|---|
| Delhi | 10 | 200 | 0.15% of authorised capital, max ₹25 lakh | 0.15% of the increase, max ₹25 lakh |
| Haryana | 15 | 60 | 60 (≤₹1 lakh capital) / 120 (>₹1 lakh) | NIL |
| Maharashtra | 100 | 200 | ₹1,000 per ₹5 lakh (or part) of authorised capital, max ₹50 lakh | ₹1,000 per ₹5 lakh of increase, max ₹50 lakh; NIL beyond ₹250 crore authorised capital |
| Odisha | 10 | 300 | 300 | NIL |
| Andhra Pradesh | 20 | 500 | 0.15% of authorised capital, min ₹1,000, max ₹5 lakh | 0.15% of increase, min ₹1,000, max ₹5 lakh |
| Telangana | 20 | 500 | 0.15% of authorised capital, min ₹1,000, max ₹5 lakh | 0.15% of increase, min ₹1,000, max ₹5 lakh |
| Bihar | 20 | 500 | Higher of ₹1,000 or 0.15% of authorised capital, max ₹5 lakh | Difference between 0.15% of new and existing authorised capital, each capped at ₹5 lakh |
| Jharkhand | 5 | 63 | 105 | NIL |
| Jammu & Kashmir | 10 | 150 | 150 (≤₹1 lakh) / 300 (>₹1 lakh) | NIL |
| Tamil Nadu | 20 | 200 | 300 | NIL |
| Puducherry | 10 | 200 | 300 | NIL |
| Assam | 15 | 200 | 310 | NIL |
| Meghalaya | 10 | 100 | 300 | NIL |
| Manipur | 10 | 100 | 150 | NIL |
| Nagaland | 10 | 100 | 150 | NIL |
| Tripura | 10 | 100 | 150 | NIL |
| Arunachal Pradesh | 10 | 200 | 500 | NIL |
| Mizoram | 10 | 100 | 150 | NIL |
| Kerala | 25 | 1,000 | ₹2,000 (capital ≤₹10 lakh) / ₹5,000 (₹10–25 lakh) / 0.5% of capital (>₹25 lakh) | NIL |
| Lakshadweep | 25 | 500 | 1,000 | NIL |
| Madhya Pradesh | 50 | 2,500 | 0.15% of authorised capital, min ₹5,000, max ₹25 lakh | Difference between 0.15% of new and existing capital, each capped/floored as per MoA slab |
| Chhattisgarh | 10 | 500 | Higher of ₹1,000 or 0.15% of authorised capital, max ₹5 lakh | Difference between 0.15% of new and existing capital, each capped at ₹5 lakh |
| Rajasthan | 10 | 500 | 0.5% of authorised capital | 0.2% of the increase, max ₹25 lakh |
| Punjab | 25 | 5,000 | 5,000 (≤₹1 lakh) / 10,000 (>₹1 lakh) | NIL |
| Himachal Pradesh | 3 | 60 | 60 (≤₹1 lakh) / 120 (>₹1 lakh) | NIL |
| Chandigarh | 3 | 500 | 1,000 | NIL |
| Uttar Pradesh | 10 | 500 | 500 | NIL |
| Uttarakhand | 10 | 500 | 500 | NIL |
| West Bengal | 10 | 60 | 300 | NIL |
| Karnataka | 20 | 1,000 | ₹500 per ₹10 lakh (or part) of authorised capital | ₹500 per ₹10 lakh of increase, min ₹500 |
| Gujarat | 20 | 100 | 0.5% of authorised capital, max ₹5 lakh | Difference between 0.5% of new and existing capital, each capped at ₹5 lakh |
| Dadra and Nagar Haveli | 1 | 15 | 25 | NIL |
| Goa | 50 | 150 | ₹1,000 per ₹5 lakh (or part) of authorised capital | ₹1,000 per ₹5 lakh of increase |
| Daman and Diu | 20 | 150 | ₹1,000 per ₹5 lakh (or part) of authorised capital | ₹1,000 per ₹5 lakh of increase |
| Andaman and Nicobar | 20 | 200 | 300 | NIL |
Sikkim and Ladakh are commonly cited as having no separate stamp duty levy on incorporation documents, but this should always be independently verified against the current State Stamp Act before relying on it for a filing, since Union Territory rules are subject to periodic revision.
B. Companies Not Having Share Capital (Other Than Section 8) and Section 8 Companies
Most States apply a flat, capital-independent fee to companies without share capital, and typically waive stamp duty on MoA/AoA entirely for Section 8 (not-for-profit) companies. A few examples:
| State | Not Having Share Capital (MoA / AoA) | Section 8 Company (MoA / AoA) |
|---|---|---|
| Delhi | 200 / 200 | NIL / NIL |
| Maharashtra | NIL / NIL | NIL / NIL |
| Karnataka | 1,000 / 500 | NIL / NIL |
| Tamil Nadu | — (same as share capital rules apply) | NIL / NIL |
| Punjab | 5,000 / 5,000 | NIL / NIL |
| Uttar Pradesh | Same as companies having share capital | NIL / NIL |
This pattern (Section 8 = NIL stamp duty on MoA and AoA) holds across nearly every State in the table above — Delhi, Haryana, Maharashtra, Bihar, Jharkhand, J&K, Tamil Nadu, Puducherry, Chhattisgarh, Punjab, Himachal Pradesh, Chandigarh, and Gujarat all explicitly exempt Section 8 companies from MoA/AoA stamp duty, charging only the nominal fee on the incorporation form itself.
C. Foreign Company Registration — Form FC-1
Stamp duty on Form FC-1 (information filed by a foreign company establishing a place of business in India) is a flat rate regardless of authorised capital:
| Jurisdiction | Stamp Duty on FC-1 |
|---|---|
| Delhi | ₹100 |
| All other States/UTs | ₹50 |
Key Takeaways
- Stamp duty on MoA and AoA is charged under the State Stamp Act, not the Companies Act — SPICe+ auto-calculates it from the registered office state, but the rate table itself is State-specific and changes independently of MCA rule amendments.
- Punjab, Kerala, and Madhya Pradesh are among the most expensive States for MoA/AoA stamp duty on higher authorised capital; Dadra & Nagar Haveli, Himachal Pradesh, and Jharkhand are among the cheapest.
- Section 8 (not-for-profit) companies are exempt from stamp duty on MoA and AoA in almost every State — only the nominal incorporation form fee applies.
- Form SH-7 (increase in authorised capital) usually charges stamp duty only on the incremental capital, not the full revised capital — always net off the duty already paid on the existing capital where the State rule specifies a “difference” method (e.g., Bihar, Chhattisgarh, Gujarat, Madhya Pradesh).
- These are State-notified rates and are revised periodically — always cross-check the live rate via the SPICe+ form itself (which computes stamp duty automatically once the registered office state and authorised capital are entered) before quoting a figure to a client.
Source / Further Reading
- State-wise Stamp Duty Rules for eForm INC-2/INC-7/INC-29, MoA, AoA and eForm SH-7 — ICSI/CAalley compilation
- MCA SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus)
- SH-7 – Notice of Alteration of Share Capital guide on this site
- SPICe+ Part B – Company Incorporation guide on this site