Articles 46 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Three constitution documents of businesses appear in Schedule I. Article 46 charges an instrument of partnership and the dissolution of a partnership. Article 39 charges the memorandum of association of a company, and Article 10 charges the articles of association. The central Schedule prints flat amounts for each, with an exemption for associations not formed for profit that were registered under the Indian Companies Act, 1882.
For an instrument of partnership the central Schedule prints two rupees eight annas where the capital does not exceed Rs. 500 and ten rupees in any other case, and five rupees for a dissolution. A memorandum of association is charged fifteen rupees if accompanied by articles under section 37 of the Indian Companies Act, 1882, and forty rupees if not; articles of association are charged twenty-five rupees. These are the central text's amounts and not the duty payable today: stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed.
This article is based on the consolidated text of the Act consulted (latest amendment shown: Act 13 of 2021). Later amendments should be checked. Stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed, so check that State's schedule; this article explains the central Act only. The Schedule names the Indian Companies Act, 1882 as printed; the reader should check the current law for the corresponding provision. This article names no replacement.
Article 46: partnership
Article 46 has two parts. Part A is the "instrument of" partnership; part B is the "dissolution of" partnership. The copy also prints the cross-entries "Co-partnership-deed. See Partnership (No. 46.)" and "Dissolution of Partnership. See Partnership (No. 46)".
| Article | Description of instrument as printed | Proper stamp-duty as the central Schedule prints it | Exemptions as printed |
|---|---|---|---|
| 46A(a) | Instrument of partnership, where the capital of the partnership does not exceed Rs. 500 | Two rupees eight annas | None printed |
| 46A(b) | Instrument of partnership, in any other case | Ten rupees | None printed |
| 46B | Dissolution of partnership | Five rupees | None printed |
The measure is the "capital of the partnership" stated in the instrument. The Schedule does not say here how to treat capital that is to be brought in later, and the text consulted is silent on that point. We do not supply a rule.
For the practical side of drafting a partnership deed, see our guide on partnership deed key clauses, format and drafting. This article does not carry any LLP figure because the central Schedule prints none.
If you are forming or dissolving a firm and want the deed read against these entries, our partnership deed drafting service can help.
Why dissolution has its own entry
Article 46B charges the instrument that records the dissolution at five rupees as printed. It is separate from the settlement of accounts between partners that follows dissolution; for that settlement see section 48 of the Indian Partnership Act, 1932. The Stamp Act text consulted says nothing about the accounts themselves.
Article 39: memorandum of association
Article 39 is headed "Memorandum of association of a company". The central Schedule prints:
| Article | Description of instrument as printed | Proper stamp-duty as the central Schedule prints it | Exemptions as printed |
|---|---|---|---|
| 39(a) | If accompanied by articles of association under section 37 of the Indian Companies Act, 1882 (6 of 1882) | Fifteen rupees | See below |
| 39(b) | If not so accompanied | Forty rupees | See below |
Exemption. The memorandum of any association not formed for profit and registered under section 26 of the Indian Companies Act, 1882 (6 of 1882).
The copy prints a footnote beside the Companies Act reference. We do not repeat it, because it points to a later Act by name, and the reader should check the current law for the corresponding provision.
Article 10: articles of association
Article 10 is headed "Articles of association of a company". The central Schedule prints "Twenty-five rupees". The exemption is the articles of any association not formed for profit and registered under section 26 of the Indian Companies Act, 1882. The copy adds "See also Memorandum of association of a company (No. 39)."
How Articles 39 and 10 work together
The way the two Articles are written, the lower figure in Article 39(a) applies only if the memorandum is "accompanied by articles of association under section 37" of the 1882 Act. If the memorandum is not so accompanied, the higher figure in Article 39(b) applies. Article 10 is then charged on the articles themselves. The central text does not say anything more about how the two are added up in a particular case. The sections of the Act on instruments relating to several matters (section 5) and falling under several descriptions (section 6) are the general rules; see our article on section 5.
For company-law content on these documents, see our articles on section 4 of the Companies Act, 2013 (memorandum of association) and section 5 of the Companies Act, 2013 (articles of association).
An example with invented names
Anita and Bhavna start a trading firm with a capital of Rs. 400 and sign a partnership deed. Article 46A(a) applies because the capital does not exceed Rs. 500, and the central Schedule prints two rupees eight annas. When they later wind up the firm and sign a dissolution deed, Article 46B prints five rupees. Both are the central text's amounts: the State where the deeds are executed fixes the duty actually payable.
For a company, suppose a memorandum is presented with articles of association. Article 39(a) prints fifteen rupees for the memorandum and Article 10 prints twenty-five rupees for the articles. A memorandum presented without articles falls under Article 39(b), at forty rupees as printed.
What the text does not say
The copy consulted does not explain how an LLP agreement or a company under the present company law is to be treated. It prints no State rates and no scale based on authorised capital. Whatever a State's schedule provides for these documents has to be read from that State's schedule.
Need help with a partnership deed or company documents?
If you are setting up a firm or a company and want the constitution documents read against the Articles and the State's schedule, our team can help under our partnership deed drafting service. We start with the document and the capital stated in it.
Key takeaways
- Article 46 charges an instrument of partnership by capital (two rupees eight annas up to Rs. 500, ten rupees otherwise) and a dissolution at five rupees.
- Article 39 charges a memorandum of association at fifteen rupees if accompanied by articles and forty rupees if not.
- Article 10 charges articles of association at twenty-five rupees.
- Associations not formed for profit and registered under section 26 of the Indian Companies Act, 1882 are exempted under Articles 39 and 10.
- All amounts are the central text's; the State where the instrument is executed fixes the duty payable; the 1882 Act is quoted as printed.
Read next
- Articles 58 and 64 of Schedule I: settlement, trust declaration and revocation
- Articles 15, 16, 26, 34, 56 and 57 of Schedule I: bonds
- Stamp duty on partnership deed
- Deed of dissolution of partnership: format and process
Disclaimer: Based on the consolidated text of the Indian Stamp Act, 1899 published by the Department of Revenue, whose latest amendment shown is Act 13 of 2021, as consulted on 2 October 2026. Only the central text is covered: stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed, and State amendments, rules, notifications and later amendments should be checked. This article is general information, not legal advice; check the official text before acting.