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Section 15 of the MSMED Act, 2006: Liability of the buyer to make payment

Where a supplier supplies goods or renders services to a buyer, the buyer shall pay on or before the date agreed in writing or, where there is no agreement, before the appointed...

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September 30, 2026
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Last updated: September 2026Verified against: Government sources

Section 15 is the provision that fixes when a buyer must pay a supplier. It gives two routes: the date agreed in writing, or, where nothing was agreed, "before the appointed day". A proviso then puts a ceiling of forty-five days on any written agreement. Everything in Chapter V on interest, reference to the Facilitation Council and disclosure builds on the default this section defines.

The text, split into its parts

The section is one sentence plus a proviso.

PartWhat it says
Trigger"Where any supplier supplies any goods or renders any services to any buyer"
DutyThe buyer "shall make payment therefor"
Route 1"on or before the date agreed upon between him and the supplier in writing"
Route 2"where there is no agreement in this behalf, before the appointed day"
Proviso"in no case the period agreed upon between the supplier and the buyer in writing shall exceed forty-five days from the day of acceptance or the day of deemed acceptance"

Route 1: the written agreed date

The agreement must be in writing. An oral understanding does not qualify as "agreed upon ... in writing" under the wording. If the parties put a date in a contract, purchase order or other written document, the buyer must pay on or before it, subject to the proviso.

Route 2: no written agreement

Where "there is no agreement in this behalf", the buyer pays "before the appointed day". The appointed day, under section 2(b), is the day following immediately after the expiry of fifteen days from the day of acceptance or deemed acceptance. Our article on the appointed day explains how the day of acceptance and deemed acceptance are fixed. A notable detail: route 2 says "before the appointed day", while route 1 says "on or before" the agreed date. The wording differs; quote it as written.

The proviso: the forty-five day ceiling

The proviso says "in no case" may the period agreed in writing exceed forty-five days from the day of acceptance or the day of deemed acceptance. Three features matter.

  • It counts from acceptance or deemed acceptance, not from the invoice date.
  • It limits the agreed period. The proviso does not say what becomes of an agreement for, say, ninety days. The Act's text does not spell out the consequence, so a careful reading is that the agreement cannot operate beyond forty-five days; compare what section 16 then says about the start of interest, and see section 16.
  • It applies only to a period agreed in writing. Where there is no written agreement, route 2 applies.

The income-tax effect of this forty-five day rule under section 43B(h) is covered in our guides, for example Section 43B(h): MSME payment within the 45 days rule; see our income-tax guides for the current position under the Income-tax Act, 1961 and the Income-tax Act, 2025.

Who is bound

The section speaks of "any supplier" and "any buyer". A "buyer" is "whoever buys any goods or receives any services from a supplier for consideration" (section 2(d)). A "supplier" is a micro or small enterprise that has filed a memorandum under section 8(1)(a), together with the bodies listed in section 2(n). So the buyer can be any person, company, firm or government body, while the protected party is the supplier as defined. If a supplier never filed the memorandum, it does not fit that definition. See section 8(1).

For help checking whether a supplier's registration supports a claim, see our MSME Samadhaan service.

What section 15 does not say

  • It does not mention a bank rate or an interest rate. Interest is section 16.
  • It does not say what happens to a contract clause with a longer period beyond the proviso; it just caps the agreed period.
  • It does not cover part payments, adjustments or set-off.
  • It does not say how a dispute is resolved. That is section 18.
  • It does not say that the goods must meet specification; quality disputes feed into the acceptance question under section 2(b).

Practical examples

Example 1: no written terms. A small supplier delivers services on 1 June. The buyer makes no written objection. Deemed acceptance is 1 June. With no written agreement, the buyer must pay before the appointed day, which follows the expiry of fifteen days from 1 June.

Example 2: a thirty day written term. The purchase order says "payment within 30 days". The date agreed in writing governs, and it is within the forty-five day ceiling. Interest under section 16 starts from the day immediately following the agreed date.

Example 3: a ninety day written term. The contract says ninety days. The proviso says that "in no case" may the agreed period exceed forty-five days from acceptance or deemed acceptance. The buyer cannot rely on the extra forty-five days under the Act's text.

Example 4: objection then cure. The buyer objects in writing within fifteen days; the supplier removes the objection on the 20th day. The day of acceptance shifts to the 20th day, and the forty-five days run from there.

Common mistakes

  • Counting the forty-five days from the invoice date.
  • Treating an email as no writing at all, or as certainly enough; the Act says "in writing", and proof matters.
  • Assuming a medium enterprise is protected. Chapter V protects the "supplier", which section 2(n) limits to micro and small enterprises.
  • Confusing the agreed date (route 1) with the appointed day (route 2).

Need help with an unpaid MSME invoice?

If you are a supplier chasing dues, or a buyer trying to find out where you stand, the dates in your papers decide the position. Our team at MSME Samadhaan can read your documents and explain the options in plain terms.

Key takeaways

  • The buyer pays by the date agreed in writing or, if none, before the appointed day.
  • Any written agreed period is capped at forty-five days from acceptance or deemed acceptance.
  • The forty-five days do not run from the invoice date.
  • Only a "supplier" as defined in section 2(n) gets the protection.
  • Interest for default is a separate provision: section 16.

Read next

Disclaimer: Based on the Micro, Small and Medium Enterprises Development Act, 2006 (official text, not amended by the Jan Vishwas Acts of 2023 or 2026) and the Udyam notifications S.O. 2119(E) of 26 June 2020 and S.O. 1364(E) of 21 March 2025, read with later developments noted in the article, as on 30 September 2026. Notifications, rules and the Udyam portal change; verify the current position before acting.

Quick recapKey facts & short answers

Key Facts About Section 15

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes the entire process end to end for you.

What does section 15 require of a buyer?

Payment on or before the date agreed in writing or, where there is no agreement, before the appointed day.

Can the parties agree ninety days?

The proviso says in no case shall the period agreed in writing exceed forty-five days from the day of acceptance or deemed acceptance.

Compliance is cheapest on the day it falls due and gets more expensive every day after.

— TaxClue Compliance Desk

Section 15: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

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Vikas Sharma Verified expert Tax & Compliance Expert

Experienced in company registration, GST, trademark, and compliance. Helping Indian businesses stay compliant.

Last reviewed: Live

Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

People also ask

Questions, answered

Short, direct answers to the 6 questions readers ask most on this topic.

Payment on or before the date agreed in writing or, where there is no agreement, before the appointed day.

The proviso says in no case shall the period agreed in writing exceed forty-five days from the day of acceptance or deemed acceptance.

For route 1, yes. The words are "agreed upon ... in writing".

The buyer must pay before the appointed day, defined in section 2(b).

No. Section 16 does, at three times the bank rate notified by the Reserve Bank, compounded monthly.

The protection is for a "supplier", which section 2(n) limits to micro and small enterprises (with the bodies listed there).