State-Wise Stamp Duty for Company Incorporation in India 2026 — MoA + AoA Reference for SPICe+ Filings
State-wise stamp duty MoA + AoA Pvt Ltd company incorporation India 2026: Delhi, Maharashtra, Karnataka, Tamil Nadu and more, with SPICe+ filing context.
Stamp duty on Memorandum of Association (MoA) and Articles of Association (AoA) is the second-largest variable component of company incorporation cost in India — after the professional fee. Because it’s a state subject under the Indian Stamp Act 1899, the figure varies materially across states: a Pvt Ltd with ₹1 lakh authorised capital can pay anywhere from ₹500 (Gujarat / West Bengal entry tier) to ₹5,000 (Karnataka / Maharashtra / Kerala upper tier). This page is the state-by-state indicative reference + the lookup process to verify the exact figure for your specific incorporation.
The structural rule — stamp duty is a state subject
The Indian Stamp Act 1899 is the central statute, but each state has either adopted the Act, amended its Schedule, or replaced it with state-specific stamp legislation. Result: the same legal document (MoA + AoA) attracts different stamp duty in different states — and the rate can change with state budget amendments without a central trigger.
The MCA’s Fee Enquiry Portal calculates the state-specific figure automatically based on registered office state + authorised capital + entity type.
Indicative ranges by state — ₹1 lakh authorised capital, Pvt Ltd
Always verify with MCA Fee Enquiry Portal before filing — these are indicative starting figures.
| State / UT | Indicative stamp duty (₹1 lakh authorised capital) |
|---|---|
| Andhra Pradesh | ₹1,000-₹2,000 |
| Bihar | ₹1,000-₹3,000 |
| Delhi | ₹1,000-₹1,500 |
| Gujarat | ₹500-₹1,500 |
| Haryana | ₹1,000-₹2,000 |
| Karnataka | ₹3,000-₹5,000 |
| Kerala | ₹3,000-₹5,000 |
| Madhya Pradesh | ₹1,000-₹3,000 |
| Maharashtra | ₹1,000-₹5,000 (varies by sub-jurisdiction) |
| Odisha | ₹1,500-₹3,000 |
| Punjab | ₹2,500-₹5,000 |
| Rajasthan | ₹500-₹3,500 |
| Tamil Nadu | ₹1,000-₹2,000 |
| Telangana | ₹2,500-₹5,000 |
| Uttar Pradesh | ₹2,500-₹3,500 |
| West Bengal | ₹500-₹1,500 |
| Other states / UTs | ₹500-₹5,000 |
These ranges reflect the stamp duty on MoA + AoA combined for a standard 2-director Pvt Ltd. Higher authorised capital scales the figure proportionally in most states.
Stamp duty as a share of total incorporation cost
For a 2-director Pvt Ltd with ₹1 lakh authorised capital in a typical state:
| Component | Cost | Share |
|---|---|---|
| MCA registration fee | ₹0 (waived ≤₹15L authorised capital) | 0% |
| SPICe+ Part A name reservation | ₹1,000 | ~6% |
| Stamp duty on MoA + AoA | ₹500-₹5,000 | ~15-30% |
| PAN + TAN | ₹143 | ~1% |
| DSC class III (2 directors) | ₹2,000-₹4,000 | ~15-20% |
| Professional fee (CA / CS / agent) | ₹3,000-₹15,000 | ~30-60% |
| All-in typical range | ₹7,000-₹25,000 | 100% |
Stamp duty is typically the second-largest variable component after the professional fee. State choice affects this directly.
How authorised capital affects stamp duty
Stamp duty scales with authorised capital in most states — slab-based or percentage-based.
Examples (indicative, verify with MCA Fee Enquiry Portal):
- Karnataka: ₹1,000-₹3,000 base for ₹1 lakh; increases in ₹500-₹1,000 increments per ₹1 lakh additional
- Maharashtra: slab-based with maximums; commonly ₹1,000-₹5,000 range
- Tamil Nadu: flat-fee-plus-percentage formula
- Delhi: modest flat fee around ₹1,000-₹1,500 with limited scaling
- Gujarat: entry-tier ₹500-₹1,500 with mild scaling
Practical pragma: Founders sometimes increase authorised capital at incorporation to reduce future amendment costs (changing authorised capital later requires a separate ROC filing + fresh stamp duty). But higher authorised capital up front = higher stamp duty up front. Common balance: ₹1 lakh authorised capital is the standard low-stamp-duty choice; ₹10 lakh is the next tier for companies expecting near-term funding.
Can I arbitrage stamp duty by choosing a different state?
Technically yes; practically rarely worth it.
The arbitrage: Choose Gujarat / West Bengal (₹500-₹1,500) over Karnataka / Maharashtra / Kerala (₹3,000-₹5,000). Savings: ₹2,000-₹4,000.
Why it usually backfires:
- Registered office state determines ROC jurisdiction, dispute adjudication, GST registration default, future compliance
- Operating in one state while registered in another creates ongoing compliance friction
- Future change of registered office state typically requires fresh stamp duty in the new state + ROC fees
- Genuine arbitrage opportunities exist only for businesses with no clear primary operating state (pure digital businesses, pure holding companies); even there ₹2,000-₹4,000 savings rarely justify the complexity
Default rule: Register in the state where you actually operate.
Beyond MoA + AoA — other stamp-duty-impacting documents
Four additional documents in standard company setup:
- Share certificate — ₹0.50-₹1.00 per ₹1,000 of share value (physical stamps or e-stamps)
- Lease deed for registered office — 5-7% of total lease value over the lease term (if commercial premises lease registered)
- Founder agreement / shareholders’ agreement — typically ₹100-₹500 for a basic agreement; higher for complex agreements
- Trademark assignment deed — if transferring pre-existing trademark from founder to company
None of these are SPICe+-bundled — separately stamped and executed post-incorporation.
How to verify the exact figure
- MCA Fee Enquiry Portal — canonical live calculator
- State-specific Stamp Act amendment text — published by each state’s revenue / registration / stamp department
- A registered CS / CA recently active in your state — knows current rates + any pending amendments
For routine incorporation, the MCA Fee Enquiry Portal is sufficient. For repeat incorporations or advisory roles, the state-specific Stamp Act text + CS guidance is the more durable reference.
How BatchWise relates to incorporation
BatchWise does not incorporate companies. SPICe+ filing is a scope where IndiaFilings, Vakilsearch, and local CA / CS firms are the right answer. See the Pvt Ltd Incorporation Guide for the full process; this stamp duty page is a companion reference for the state-cost component specifically.
Frequently asked questions
Why does company incorporation stamp duty vary by state?
Stamp duty on Memorandum of Association (MoA) and Articles of Association (AoA) is a **state subject** under the Indian constitutional scheme. The Indian Stamp Act 1899 is the central statute, but each state has adopted, amended, or replaced the Schedule that prescribes stamp duty rates for MoA / AoA. Result: a Pvt Ltd company with ₹1 lakh authorised capital pays different total stamp duty in different states — often ₹1,000-₹5,000 difference. The MCA Fee Enquiry Portal calculates this state-specific figure automatically based on the registered office state and authorised capital you select.
What is the indicative stamp duty by state for a Pvt Ltd with ₹1 lakh authorised capital?
Approximate ranges for a standard 2-director Pvt Ltd with ₹1 lakh authorised capital (always verify with MCA Fee Enquiry Portal before filing): **Delhi**: ₹1,000-₹1,500. **Maharashtra**: ₹1,000-₹5,000 (varies by sub-jurisdiction). **Karnataka**: ₹3,000-₹5,000. **Tamil Nadu**: ₹1,000-₹2,000. **Telangana**: ₹2,500-₹5,000. **Uttar Pradesh**: ₹2,500-₹3,500. **Gujarat**: ₹500-₹1,500. **West Bengal**: ₹500-₹1,500. **Haryana**: ₹1,000-₹2,000. **Punjab**: ₹2,500-₹5,000. **Rajasthan**: ₹500-₹3,500. **Madhya Pradesh**: ₹1,000-₹3,000. **Kerala**: ₹3,000-₹5,000. **Andhra Pradesh**: ₹1,000-₹2,000. **Bihar**: ₹1,000-₹3,000. **Odisha**: ₹1,500-₹3,000. **Other states / UTs**: typically ₹500-₹5,000. Higher authorised capital scales the stamp duty proportionally in most states. Verify via [MCA Fee Enquiry Portal](https://www.mca.gov.in/mcafoportal/enquireFeePreLogin.do) for the exact figure on your specific authorised capital.
How does stamp duty fit into the total Pvt Ltd incorporation cost?
Stamp duty is one component of a multi-line incorporation cost. Total typical cost for a 2-director Pvt Ltd with ₹1 lakh authorised capital: ₹7,000-₹25,000 all-in. Breakdown: **MCA registration fee:** ₹0 (waived for authorised capital up to ₹15 lakh per Companies (Registration of Offices and Fees) Rules 2014). **SPICe+ Part A name reservation:** ₹1,000 per submission (up to 2 names). **Stamp duty on MoA + AoA:** ₹500-₹5,000 (state-specific — see table above). **PAN + TAN:** ₹143 combined. **DSC class III for 2 directors:** ₹2,000-₹4,000. **Professional fee (CA / CS / agent):** ₹3,000-₹15,000. Stamp duty is typically the second-largest variable component after the professional fee. See the [Pvt Ltd Incorporation Guide](/guides/private-limited-company-incorporation-india/) for the full cost map.
Does authorised capital affect stamp duty?
Yes, in most states. Stamp duty scales with authorised capital — typically incrementally. For example, Karnataka's scale is roughly ₹1,000-₹3,000 base for ₹1 lakh authorised capital, increasing in ₹500-₹1,000 increments for each ₹1 lakh additional authorised capital up to certain caps. Maharashtra has a similar slab-based scale with maximums; Tamil Nadu has a flat-fee-plus-percentage. **Practical implication:** founders sometimes increase authorised capital at incorporation to reduce future amendment costs (changing authorised capital later requires a separate ROC filing + fresh stamp duty); but higher authorised capital at incorporation also means higher stamp duty up-front. Common pragma: ₹1 lakh authorised capital is the standard low-stamp-duty choice; ₹10 lakh is the next common tier for companies expecting near-term funding.
Where do I verify the exact stamp duty for my situation?
Three sources, in order. (1) **[MCA Fee Enquiry Portal](https://www.mca.gov.in/mcafoportal/enquireFeePreLogin.do)** — official live calculator; enter your state + authorised capital + entity type and it returns the exact stamp duty payable. This is the canonical reference for SPICe+ filing. (2) **State-specific stamp act amendment text** — published by each state's revenue / registration / stamp department. Useful for confirming the legal basis of the rate. (3) **A registered CS / CA who has incorporated in your state recently** — they will know the current rate and any pending state amendments. For a single one-off incorporation, the MCA Fee Enquiry Portal is sufficient; for advisory or repeat incorporations, the state stamp act text plus CS guidance is the more durable reference.
Can I save stamp duty by choosing a different registered office state?
Technically yes, but rarely worth it. The stamp duty saving is typically ₹500-₹3,000 — modest compared to the operational implications of registered office state choice (jurisdiction of ROC + adjudication of disputes + GST registration default state + future compliance). **Default rule:** register in the state where you actually operate. Choosing a low-stamp-duty state purely for cost arbitrage typically backfires later — when you change registered office, you pay incorporation-level stamp duty again in the new state (in most cases) plus additional ROC fees. Genuine arbitrage opportunities exist only for businesses with no clear primary operating state (pure digital businesses, holding companies); even there the ₹500-₹3,000 saving rarely justifies the complexity.
What other stamp-duty-impacting documents are involved in company setup?
Beyond MoA + AoA, four other stamp-duty-impacting documents in standard company setup. (1) **Share certificate** — stamp duty on share issue (typically ₹0.50-₹1.00 per ₹1,000 of share value, paid via affixing physical stamps or e-stamps). (2) **Lease deed for registered office** — substantial stamp duty if commercial premises lease is registered (5-7% of total lease value over the lease term in most states). (3) **Founder agreement / shareholders' agreement** — discretionary stamp duty (typically ₹100-₹500 for a basic agreement; higher for complex agreements). (4) **Trademark assignment deed** — if you're transferring a pre-existing trademark from founder to company at incorporation, stamp duty applies. None of these are SPICe+-bundled — they're separately stamped + executed post-incorporation.