Stamp duty on admission LLP Deed

This query is : Resolved

neer maru (Querist)
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01 June 2024 Hi
LLP was formed with 2 partners in 2021 with contribution of 5cr and Stamp duty was paid accordingly as per contribution.
One partner is retiring in 2024 with a separate retirement deed and nominal stamp duty was paid on it.
On same day new partner is admitted with certain amended terms of the LLP agreement. However no change in the total capital contribution of 5cr. Do i have to pay stamp duty on the revised agreement again as per contribution or nominal stamp duty is sufficient. Deed is registered in maharashtra. Thanks in advance!

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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11 July 2024 In Maharashtra, when there is a change in the LLP agreement due to admission of a new partner or retirement of an existing partner, stamp duty implications can vary depending on the nature of the changes made. Here’s a detailed clarification:

1. **Retirement and Admission of Partner:**
- When a partner retires from an LLP, a retirement deed is executed. The stamp duty payable on the retirement deed is typically nominal, as it usually involves the transfer of rights and interests of the retiring partner.
- Simultaneously, when a new partner is admitted into the LLP, an amended LLP agreement is executed. This amended agreement reflects the new terms, including the admission of the new partner.

2. **Stamp Duty Implications:**
- In Maharashtra, the stamp duty on an LLP agreement is generally based on the capital contribution of the LLP partners. Since the total capital contribution of the LLP (5 crore in your case) remains unchanged, the stamp duty payable on the amended LLP agreement may not necessarily be recalculated based on the total contribution amount.
- The key factor is whether the terms of the LLP agreement, aside from the change in partners, have been altered significantly. If the changes are limited to the admission of the new partner and the retirement of the existing partner, and do not affect the fundamental terms related to capital contribution, profit sharing, rights, or obligations substantially, nominal stamp duty may suffice.

3. **Nominal Stamp Duty vs. Revised Stamp Duty:**
- Nominal stamp duty is usually applicable for deeds related to retirement, where the rights and interests of the retiring partner are transferred.
- For the amended LLP agreement due to the admission of a new partner, if the changes are minor and do not alter the total capital contribution or other fundamental terms significantly, nominal stamp duty might be considered sufficient.
- However, if the amended LLP agreement includes substantial changes beyond the admission of the new partner (such as altering profit-sharing ratios, rights, obligations, etc.), it may necessitate recalculating the stamp duty based on the total capital contribution of 5 crore.

4. **Consultation with a Professional:**
- It is advisable to consult with a professional familiar with LLP regulations and stamp duty laws in Maharashtra. They can review the specific changes made in the amended LLP agreement and provide guidance on whether nominal stamp duty is sufficient or if stamp duty should be recalculated based on the total capital contribution.
- This consultation will ensure compliance with legal requirements and avoid any potential issues related to stamp duty payment for the LLP agreement.

By following these guidelines and seeking professional advice as needed, you can ensure that the stamp duty implications for the retirement and admission of partners in your LLP are handled correctly according to Maharashtra regulations.