Sections 8B to 8D 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.
Sections 8B, 8C and 8D of the Indian Stamp Act, 1899 are three separate exemptions added over the years. Section 8B takes a stock exchange's corporatisation or demutualisation scheme, and the instruments used for it, out of duty. Section 8C does the same for negotiable warehouse receipts. Section 8D exempts an agreement or document for the assignment of receivables to a factor.
Each section opens with "Notwithstanding anything contained in this Act" and says the item shall not be liable to duty. Section 8B covers an SEBI-approved scheme for corporatisation or demutualisation of a recognised stock exchange and related instruments. Section 8C covers negotiable warehouse receipts. Section 8D covers an agreement or document for assignment of receivables in favour of a factor, as those terms are defined in the Factoring Regulation Act, 2011.
How to read this article
This article is based on the consolidated text of the Act consulted (latest amendment shown: Act 13 of 2021); later amendments should be checked. It explains the central Act only. Stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed, so the State must be checked for documents outside these exemptions, and for the documents that go along with them. If you are documenting a receivables financing, loan documentation support can help you identify each paper in the structure.
For the wider picture of exemptions, see our note on when no stamp duty is payable, and for the securities exemption that comes just before these, the article on section 8A.
All three exemptions are inserted provisions. The footnotes show the history: 8B by Act 18 of 2005, section 114 (with effect from 13 May 2005), 8C by Act 37 of 2007, section 55 (with effect from 25 October 2010), and 8D by Act 12 of 2012, section 35 and the Schedule (with effect from 1 February 2012). The copy prints the footnote numbers out of step on this page, so check the official text if a specific footnote matters.
Section 8B: corporatisation and demutualisation of a recognised stock exchange
The heading is "Corporatisation and demutualisation schemes and related instruments not liable to duty". Notwithstanding anything in this Act or any other law for the time being in force, the following "shall not be liable to duty under this Act or any other law for the time being in force":
- (a) a scheme for corporatisation or demutualisation, or both, of a recognised stock exchange; or
- (b) any instrument, including an instrument of, or relating to, transfer of any property, business, asset whether movable or immovable, contract, right, liability and obligation, for the purpose of, or in connection with, the corporatisation or demutualisation, or both, of a recognised stock exchange pursuant to a scheme,
in each case "as approved by the Securities and Exchange Board of India under sub-section (2) of section 4B of the Securities Contracts (Regulation) Act, 1956 (42 of 1956)".
The Explanation says the expressions "corporatisation", "demutualisation" and "scheme" have the meanings given in clauses (aa), (ab) and (ga) of section 2 of the Securities Contracts (Regulation) Act, 1956, and that "Securities and Exchange Board of India" means the Board established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992). Those Acts are not explained here.
The key condition is the approval. Both limbs speak of a scheme "as approved by" SEBI under the cross-referred provision. An instrument for a restructuring that has not been so approved is not within section 8B on its words.
Section 8C: negotiable warehouse receipts
Section 8C is one sentence: "Notwithstanding anything contained in this Act, negotiable warehouse receipts shall not be liable to stamp duty." Unlike section 8B, it adds no phrase "or any other law", and it refers to "stamp duty" rather than "duty". The Act does not define a negotiable warehouse receipt, and the text consulted contains no definition, so none is supplied here. A reader dealing with such a receipt should check the law that governs warehouse receipts.
Section 8D: assignment of receivables to a factor
Section 8D says that "any agreement or other document for assignment of 'receivables' as defined in clause (p) of section 2 of the Factoring Regulation Act, 2011 in favour of any 'factor' as defined in clause (i) of section 2 of the said Act shall not be liable to duty under this Act or any other law for the time being in force."
Two conditions are built into the words:
- the document assigns "receivables" as defined in the Factoring Regulation Act, 2011; and
- the assignment is in favour of a "factor" as defined in the same Act.
If either test is missed, the exemption does not apply on its face. For example, an assignment of a debt to a lender that is not a factor within the 2011 Act's definition falls outside the words of section 8D. For how assignments of debts are treated in property law generally, see our post on actionable claims. That post is about the Transfer of Property Act, 1882, and the Factoring Regulation Act, 2011 is a separate law.
The three exemptions compared
| Section | What is not liable | Condition built into the text | Reaches "any other law"? |
|---|---|---|---|
| 8B | A corporatisation or demutualisation scheme of a recognised stock exchange, and related instruments | Scheme approved by SEBI under section 4B(2) of the Securities Contracts (Regulation) Act, 1956 | Yes ("under this Act or any other law for the time being in force") |
| 8C | Negotiable warehouse receipts | None stated beyond "negotiable" | Section says "stamp duty"; opens "Notwithstanding anything contained in this Act" |
| 8D | Agreement or other document for assignment of receivables | Receivables and factor as defined in the Factoring Regulation Act, 2011 | Yes ("under this Act or any other law for the time being in force") |
A worked example
Saffron Garments Private Limited sells goods on credit to several retailers and is owed money by them. It signs an agreement assigning those receivables to a registered factor so that it can get cash sooner. The assignment agreement is within section 8D if the "receivables" and "factor" meet the definitions in the Factoring Regulation Act, 2011, and in that case it is not liable to duty under the Act or under any other law. The company then signs a separate loan agreement with its bank, which has nothing to do with factoring. That second document is not within section 8D and its duty is fixed by the State where it is executed. The exemption follows the assignment document, not the whole financing arrangement.
Need help documenting a financing?
If you are building a receivables financing, a warehouse-receipt facility or any structure that mixes exempt and non-exempt papers, it helps to list each document and ask under which provision, if any, it is exempt. Our loan documentation support service can help you prepare that list before signing.
Key takeaways
- Section 8B exempts an SEBI-approved corporatisation or demutualisation scheme of a recognised stock exchange and related instruments.
- Section 8C exempts negotiable warehouse receipts from stamp duty.
- Section 8D exempts an agreement or document assigning receivables to a factor, as those terms are defined in the Factoring Regulation Act, 2011.
- Each exemption depends on the exact words, including the approval or the definition it cross-refers to.
- The footnotes date the insertions to 2005, 2007 (effective 2010) and 2012.
Read next
- Section 8A of the Indian Stamp Act, 1899: securities issued to and held through a depository
- Sections 8E to 8G of the Indian Stamp Act, 1899: bank subsidiary conversion, financial assets and Government company transfers
- Section 9 of the Indian Stamp Act, 1899: power to reduce, remit or compound stamp duty
- Stamp duty exemptions: when no duty is payable
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.