Stamp Duty for Company Registration: State-Wise Rates in 2026

Stamp duty on company registration in India is a state-level tax paid on the Memorandum of Association (MOA) and Articles of Association (AOA) at the time of incorporation. The amount you pay depends entirely on two factors: the state where your registered office is located and the authorised share capital you declare. Rates range from ₹100 flat (Himachal Pradesh) to 1% of authorised capital up to ₹25,000 (Tamil Nadu). Most founders budget for government fees and professional costs but miss stamp duty entirely, only to discover it at the SPICe+ payment gateway. This guide maps every major state's current rates, explains the MCA e-stamping process, covers the Section 108 stamp duty on share transfers, and outlines exemptions for DPIIT-recognised startups.

What is Stamp Duty on Company Registration?

Stamp duty on company registration is a state-imposed tax on the instruments executed during incorporation, specifically the Memorandum of Association (MOA) and the Articles of Association (AOA), as mandated under Section 3 of the Indian Stamp Act, 1899. It is administered by the Revenue Department of the state in which the company's registered office is situated, with collection now integrated into the Ministry of Corporate Affairs (MCA) SPICe+ portal through the SHCIL e-stamp gateway.

The stamp duty is not a fee paid to the MCA. It is a revenue instrument for the state government. This distinction matters because the central government fees for SPICe+ (based on authorised capital) and state-level stamp duty are two separate charges, both payable during the same filing. For a Private Limited Company incorporating in Tamil Nadu with ₹10 lakh authorised capital, the MOA stamp duty alone is ₹10,000, which can surprise founders who only accounted for the ₹2,000 MCA government fee. Choosing a state with lower stamp duty rates is a legitimate incorporation planning strategy that can save ₹5,000 to ₹20,000 depending on capital size.

Legal Framework: Indian Stamp Act, 1899 and Companies Act, 2013

Stamp duty on company incorporation operates at the intersection of two major statutes: the Indian Stamp Act, 1899 and the Companies Act, 2013.

The Indian Stamp Act, 1899 classifies MOA and AOA as stampable instruments. Under Section 33, every public officer (including the RoC) is required to verify that instruments produced before them are duly stamped. An insufficiently stamped document is inadmissible as evidence in any legal proceeding and cannot be registered. Under Section 40, the deficient stamp duty attracts a penalty of 10 times the shortfall, collected by the Collector of Stamps. Under Section 49, a refund can be claimed within 6 months if the stamp was unused, spoiled, or applied in error.

The Companies Act, 2013 governs the substance of the incorporation documents themselves. Section 7 lists the documents required for incorporation (including MOA and AOA). Section 10 states that the AOA, when registered, binds the company and its members as if each had signed it. For share transfers, Section 108 requires a properly executed and stamped transfer deed (Form SH-4), with stamp duty at 0.25% of the transfer value under Article 62 of Schedule I to the Indian Stamp Act.

State Stamp Acts Override the Central Schedule

Stamp duty on instruments listed in List II (Entry 44) of the Seventh Schedule of the Constitution is a state subject. States have enacted their own Stamp Acts that override the central schedule for instruments executed within the state. The Maharashtra Stamp Act, 1958, the Karnataka Stamp Act, 1957, the Tamil Nadu Stamp Act (Amendment), and similar state-level legislation set the actual rates applicable to MOA and AOA. When the central Indian Stamp Act, 1899 and a state stamp act conflict, the state act prevails within that state.

How Stamp Duty is Calculated on MOA and AOA

Stamp duty on the MOA is almost universally tied to the company's declared authorised share capital at the time of incorporation. Authorised capital is the maximum value of shares a company is permitted to issue, as stated in Clause V of the MOA. It is not the actual paid-up capital (the amount actually received from shareholders), but the upper ceiling. States use either a flat rate, a percentage-based formula, or a slab system to determine the duty.

Three Calculation Models Used by Indian States

AOA stamp duty typically follows the paid-up capital (shares actually issued to founders and investors), not the authorised capital. This means that even if you declare ₹10 lakh authorised capital but only issue ₹1 lakh of paid-up capital, the AOA stamp is calculated on ₹1 lakh. For the MOA, the authorised capital is what matters. Planning your authorised capital is therefore a useful stamp duty optimisation move, especially in high-rate states like Tamil Nadu.

State-wise Stamp Duty Rates: Complete Rate Table for 2026

The table below consolidates MOA and AOA stamp duty rates across all major Indian states for company incorporation in 2026. Rates are based on authorised capital (MOA) and paid-up capital (AOA) unless stated otherwise. E-stamping via SPICe+ applies to all states listed.

State-by-State Deep Dive: Key Startup and Business Hubs

Maharashtra: India's Largest Startup Hub

Maharashtra hosts more registered companies than any other Indian state, making its stamp duty rates the benchmark most founders encounter. The Maharashtra Stamp Act, 1958, Article 32 (MOA) and Article 10 (AOA) set the applicable rates. For a company incorporating with ₹10 lakh authorised capital in Mumbai or Pune, the MOA stamp duty is ₹2,000 and the AOA stamp duty is approximately ₹1,000, totalling ₹3,000 in state-level stamp charges before professional fees. Maharashtra's Maharashtra Startup Week policy offers a 50% stamp duty rebate for DPIIT-recognised startups, capped at ₹1,000 refund per entity, claimed after incorporation through the Maharashtra Industries Department portal.

Karnataka: The Most Founder-Friendly State for Stamp Duty

Karnataka's flat ₹500 on MOA and ₹500 on AOA makes it the most cost-effective state for high-capital company registrations. A company declaring ₹1 crore authorised capital in Bengaluru pays total stamp duty of ₹1,000, compared to ₹20,000 in Delhi (0.15% on ₹1 crore MOA + 0.15% on AOA) or ₹25,000 in Tamil Nadu (1% of ₹1 crore MOA, maximum). DPIIT-recognised startups in Karnataka receive a full 100% exemption under the Karnataka Startup Policy 2022, effectively paying zero stamp duty at incorporation.

Delhi (NCT): Percentage-Based with No Cap

Delhi applies 0.15% of authorised capital to both MOA and AOA without any upper cap, making it among the more expensive states for large-capital companies. For a company with ₹50 lakh authorised capital in Delhi, the MOA stamp duty is ₹7,500 and the AOA stamp duty is ₹7,500, totalling ₹15,000. For ₹1 crore authorised capital, the combined stamp duty is ₹30,000. Delhi does not offer a DPIIT-specific stamp duty exemption, though the central Startup India programme's benefits apply separately. The lack of a cap matters most to companies incorporating with high authorised capital for fundraising purposes.

Tamil Nadu: Highest Rates, Careful Capital Planning Needed

Tamil Nadu levies the highest MOA stamp duty in India at 1% of authorised capital, subject to a minimum of ₹100 and a maximum of ₹25,000. The AOA stamp duty at ₹60 per ₹500 of paid-up capital adds further to the total. Founders incorporating in Chennai or Coimbatore with, say, ₹25 lakh authorised capital pay ₹25,000 in MOA stamp duty alone, hitting the maximum cap. The workaround is to start with ₹10 lakh authorised capital (₹10,000 MOA stamp duty) and increase it later under Form SH-7 when investors require it, paying incremental stamp duty only on the addition.

How to Pay Stamp Duty via MCA SPICe+ (E-Stamping Process)

The MCA's integration of e-stamping into the SPICe+ (INC-32) form since January 2020 changed how stamp duty is paid for all new company incorporations. Physical stamp papers are no longer required or accepted for SPICe+ filings. Here is the step-by-step process:

1. Log into MCA21 portal and access SPICe+ Part B: After name reservation (SPICe+ Part A or RUN), complete SPICe+ Part B with company details, directors' information, registered office address, and authorised capital amount.
2. System auto-calculates stamp duty: The MCA portal identifies the state of your registered office and calculates the applicable stamp duty on MOA and AOA based on your authorised and paid-up capital. No manual calculation is required.
3. Redirect to SHCIL e-stamp gateway: Upon submission of SPICe+ Part B, the portal redirects you to the Stock Holding Corporation of India Limited (SHCIL) e-stamp payment page. SHCIL is the central record-keeping agency authorised by the Department of Revenue for e-stamping across all states.
4. Complete payment via net banking, NEFT, or RTGS: Pay the stamp duty amount through the SHCIL gateway. Net banking provides instant confirmation. NEFT and RTGS transactions may take up to 1 working day for confirmation.
5. E-stamp certificate generated: SHCIL issues a unique e-stamp certificate number, which is automatically attached to your SPICe+ application. You do not need to upload any separate document.
6. RoC processes the application: The Registrar of Companies verifies the e-stamp certificate along with all other SPICe+ documents. Upon approval, the Certificate of Incorporation (CoI) is issued digitally, typically within 7 to 15 working days of filing.

Stamp Duty on MOA vs Stamp Duty on AOA

The MOA and AOA are two distinct instruments, and each attracts stamp duty separately. Understanding the difference matters for cost planning.

A company incorporating in Gujarat with ₹10 lakh authorised capital and ₹1 lakh paid-up capital pays approximately ₹1,500 in MOA stamp duty (slab rate) and ₹300 in AOA stamp duty (₹3 per ₹500 of ₹1 lakh paid-up capital), totalling ₹1,800 in stamp charges. Choosing Gujarat over Tamil Nadu for the same capital structure saves ₹10,200 in stamp duty. The registered office address determines which state's stamp rates apply, so founders with flexibility on office location should factor stamp duty into the state selection decision alongside GST registration, tax incentives, and labour law differences.

Stamp Duty on Share Transfer: Section 108 and Form SH-4

Stamp duty at incorporation is just one part of a company's stamp duty obligations. The other significant trigger is the transfer of shares between shareholders, governed by Section 108 of the Companies Act, 2013 and Article 62 of Schedule I to the Indian Stamp Act, 1899.

Rate and Calculation

Stamp duty on share transfer is charged at 0.25% of the consideration (sale price) or market value of the shares being transferred, whichever is higher. This rate applies uniformly across all states as it falls under the central schedule for share transfer deeds. For example, if a founder transfers shares worth ₹10 lakh, the stamp duty is ₹2,500. If shares with a book value of ₹5 lakh are transferred for a consideration of ₹20 lakh, the stamp duty is calculated on ₹20 lakh, resulting in ₹5,000 in duty.

Form SH-4 and Timing

The instrument for share transfer is Form SH-4 (Instrument of Transfer of Securities). The stamp duty must be paid before the execution of Form SH-4, meaning before the transferor and transferee sign the document. Stamping after execution attracts the 10x penalty under Section 40 of the Indian Stamp Act. The stamped Form SH-4, along with the original share certificate, is submitted to the company's Board for approval. The Board must approve or reject the transfer within 30 days of receipt of the transfer instrument, as specified in Section 56(4) of the Companies Act, 2013.

DPIIT Startup Exemptions: Who Gets Zero Stamp Duty?

The Startup India initiative under the Department for Promotion of Industry and Internal Trade (DPIIT) provides DPIIT-recognised startups with access to state-level stamp duty exemptions. These exemptions are not automatic at incorporation but are available after obtaining DPIIT recognition, which requires a separate application process.

States Offering Stamp Duty Waivers for Startups

The DPIIT recognition process itself requires the company to be incorporated (to have a CIN), which means the stamp duty is paid at incorporation first and the rebate is claimed afterwards in most states. Karnataka is the exception, where the exemption can be structured upfront if DPIIT recognition is obtained for a converted or newly registered startup. For founders who plan to apply for DPIIT recognition, incorporating in Karnataka provides the cleanest and most certain stamp duty savings at zero net cost.

How to Calculate Your Stamp Duty Before Filing

Calculating your stamp duty before filing SPICe+ allows you to budget accurately and choose the right state for incorporation. Here is a practical step-by-step approach:

1. Fix your authorised capital: Decide the maximum share capital your company needs for the next 2 to 3 years. Common choices are ₹1 lakh (minimum), ₹10 lakh (typical for early-stage startups), ₹50 lakh, or ₹1 crore. Remember: higher authorised capital means higher stamp duty in percentage-based states.
2. Identify your state: The stamp duty is determined by the state where your registered office will be located. If you have flexibility, compare the stamp duty payable across 2 to 3 states you are considering.
3. Apply the state formula: Use the state's MOA stamp duty formula (flat, %, or slab) from the table above. Then calculate AOA stamp duty based on your proposed paid-up capital.
4. Add central government fee: The MCA government fee for SPICe+ incorporation is based on authorised capital - zero for up to ₹15 lakh authorised capital (for companies with share capital up to ₹15 lakh, the government fee is nil for incorporation), and ₹2,000 for ₹15 lakh to ₹25 lakh, scaling up. This is separate from stamp duty.
5. Verify on MCA SPICe+ portal: Before final submission, the SPICe+ portal auto-calculates the exact stamp duty payable. Cross-check this figure against your manual calculation to catch any discrepancies before payment.

Worked Example: Bengaluru vs Chennai vs Delhi (₹10 Lakh Authorised Capital)

Stamp Duty Refund Procedures

Stamp duty paid on MOA and AOA can be refunded in specific circumstances governed by Section 49 of the Indian Stamp Act, 1899. The grounds for refund include: the stamp was spoiled (damaged or printed in error), the instrument was executed on the wrong stamp denomination, or the instrument was not ultimately executed (i.e., the company registration was abandoned before the CoI was issued).

How to Claim a Stamp Duty Refund

For e-stamps issued through SHCIL during SPICe+ filing, the refund process follows the state revenue department's procedures rather than the MCA portal. The steps are:

1. Apply to the Collector of Stamps of the district where the e-stamp was issued within 6 months of the stamp date. The 6-month limit can be extended by the Collector for sufficient cause.
2. Submit the original e-stamp certificate, the SHCIL payment receipt, proof that the instrument was not executed (for abandoned incorporations), and a written application explaining the grounds for refund.
3. The Collector verifies the application and, if satisfied, issues a refund or credit note within 30 to 90 working days depending on the state.

Common Stamp Duty Mistakes to Avoid at Incorporation

Based on incorporation filings processed through IncorpX, these are the five most frequent stamp duty errors that delay Certificates of Incorporation:

• Over-declaring authorised capital without checking stamp rates: Founders in Tamil Nadu or Delhi who declare ₹1 crore authorised capital just "for flexibility" end up paying ₹30,000 to ₹50,000 more in stamp duty than a Karnataka or Karnataka incorporation. Right-size your authorised capital based on actual near-term share issuance plans.
• Using outdated rate tables: State stamp duty rates are revised through Finance Acts, often with minimal publicity. A rate table from 2023 may not reflect 2026 rates. Always verify on the MCA SPICe+ portal just before submitting your application.
• Assuming DPIIT exemption is automatic: DPIIT recognition must be obtained separately after incorporation. At the time of SPICe+ filing, you pay full stamp duty. The exemption or rebate is claimed retrospectively through the state startup policy portal.
• Missing the 6-month window for stamp refunds: If an incorporation is abandoned after stamp duty payment (e.g., founders change plans, name is rejected, documents are defective), the 6-month refund window under Section 49 starts from the e-stamp date, not the rejection date. Many founders miss this window entirely.
• Not budgeting for share transfer stamp duty separately: When founders restructure shareholding post-incorporation, the 0.25% stamp duty on Form SH-4 can be a surprise cost. For a ₹50 lakh share transfer (fairly common in early funding rounds when shares are transferred to an Angel fund), the stamp duty is ₹12,500.

Summary

Stamp duty on company registration in India is a mandatory state-level tax on the MOA and AOA, governed by the Indian Stamp Act, 1899 and individual state stamp acts. The amount ranges from ₹1,000 in Karnataka to over ₹25,000 in Tamil Nadu for a ₹10 lakh authorised capital incorporation. The MCA SPICe+ portal automates stamp duty collection via SHCIL e-stamping, making physical stamp papers redundant for all new incorporations. Founders should plan their authorised capital amount and state of registration carefully to minimise stamp duty. DPIIT-recognised startups in Karnataka pay zero stamp duty. For share transfers post-incorporation, a separate 0.25% stamp duty under Section 108 of the Companies Act, 2013 applies on Form SH-4. Verify your exact stamp duty on the MCA21 portal before filing, and factor the 6-month refund window into your contingency plan if incorporation is delayed or abandoned.