Stamp duty on aoa and moa

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

20 January 2014 Dear Experts

I am unable to understand why do we need to pay stamp duty on MOA and AOA. Also, our company is increasing its authorised share capital wherein we need to pay stamp duty again. I am not sure as to why we need to pay stamp duty again.

Please clarify.

Querist : Anonymous

Querist : Anonymous (Querist)

24 June 2014 Dear Experts I am unable to understand why do we need to pay stamp duty on MOA and AOA. Also, our company is increasing its authorised share capital wherein we need to pay stamp duty again. I am not sure as to why we need to pay stamp duty again. Please clarify.

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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25 July 2025 You're raising a very common and valid question regarding **stamp duty on MOA, AOA**, and **increase in authorized share capital**. Let’s clarify both aspects step by step:

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### 🧾 **1. Why Stamp Duty is Paid on MOA and AOA?**

When you incorporate a company in India, the **Memorandum of Association (MOA)** and **Articles of Association (AOA)** are **legal documents** that define the company’s constitution, powers, and governance.

According to the **Indian Stamp Act, 1899** (and state-specific stamp laws), stamp duty is payable on:

* **MOA** – because it is considered an “instrument” that affects the company’s formation and capital structure.
* **AOA** – because it governs internal management and is enforceable in law.

Stamp duty ensures that these documents are legally enforceable and admissible in court, and it’s **mandatory under the Companies Act and the relevant state stamp laws.**

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### 📈 **2. Why Pay Stamp Duty Again When Increasing Authorised Share Capital?**

When you **increase the authorized share capital**, it is **considered a fresh instrument** that affects the company’s capital structure. This attracts stamp duty because:

* You’re amending the **MOA** to reflect the revised authorized capital.
* The revised capital structure is a **chargeable event** under the **Stamp Act**.

So, you're **not paying stamp duty again on the same capital** — you're paying **on the additional authorized capital** being introduced.

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### 🏛️ Example: Stamp Duty Applicability

| Particular | Why Stamp Duty? |
| ------------------------------ | -------------------------------------- |
| MOA (at incorporation) | Legal instrument for company formation |
| AOA (at incorporation) | Legal rules of internal governance |
| Increase in Authorized Capital | New legal instrument (altered MOA) |

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### 📍 Stamp Duty Rates

Stamp duty varies by **state**, and in e-filing, is usually auto-calculated on the MCA portal based on your **registered office location**.

#### Example (Maharashtra):

* MOA: ₹200 + ₹0.5 for every ₹1,000 of authorized capital
* AOA: ₹200
* Increase in Authorized Capital: ₹0.5 for every ₹1,000 increased capital

(Other states may have flat rates or different slabs)

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### ✅ Summary

* Stamp duty on **MOA/AOA** is **mandatory** at incorporation as they are legal documents.
* Stamp duty on **increased authorized capital** is **not double payment**, but a levy on the **new increase**.
* These duties are governed by the **Indian Stamp Act** and relevant **State Stamp Acts**.

If you tell me your company’s **state of registration** and the **amount of increase**, I can give you the **exact duty amount** and procedure.

Would you like help calculating that?

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