LLP Agreement Not on Stamp Paper, GST Lapse, and Bank Account Refusal — Legal Options for Regularisation or Closure

Rohan Gupta and his wife Meenakshi Gupta incorporated an LLP in Pune sometime in early 2022. They got the Certificate of Incorporation, PAN, and TAN without difficulty. But the LLP agreement, filed through the MCA portal, was never executed on e-stamp paper — their chartered accountant at the time had processed it differently, and neither of them realised this gap until much later.

Address proof complications at their rented residence in Wakad meant GST registration never went through. The LLP sat dormant — no business, no current account, no GST number. By late 2023, they'd even shifted the registered address to their permanent home in Nagpur, largely as an administrative step rather than any active intent to operate.

By early 2025, Meenakshi had launched a D2C venture selling handloom textiles. Rohan wanted to channel the business through the existing LLP. They got a fresh LLP agreement executed on e-stamp paper in March 2025. But when they approached HDFC Bank to open a current account, the branch refused — pointing out that the freshly dated agreement didn't align with the original incorporation date, raising questions of authenticity.

Without a current account, the GST registration they'd finally managed to obtain was at risk of lapsing for want of activity filings. They approached a local consultant first, who couldn't break the deadlock with the bank. Rohan then approached Advocate Sudhir Rao, who regularly handles business entity structuring disputes and compliance regularisation matters. The approach taken involved filing a supplementary LLP agreement with proper explanatory recitals, supported by a board resolution and a legal opinion letter clarifying the agreement's validity under the Limited Liability Partnership Act, 2008. The bank accepted the documentation, the current account was opened, and the GST registration was preserved. A regularised compliance framework was also put in place going forward.

You can read about this case in detail at https://sudhirrao.com/llp-agreement-stamp-paper-gst-bank-account-problem-legal-opt/