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Microlesson · 5-min read

Interest and Remuneration to Partners [Section 40(b)]

## Interest and Remuneration to Partners — Sec. 40(b)

A firm/LLP gets a deduction for interest and remuneration paid to partners — but capped by Sec. 40(b) to prevent profit-shifting to partners.

### (1) Interest on Loan / Capital / Current A/c

```

Interest Paid to Partner

/ \

Not authorised Authorised

by partnership deed by partnership deed

| |

No Deduction Maximum 12% p.a. allowed

(100% disallowed) (Excess over 12% disallowed)

```

#### Special Cases (Representative Capacity)

Case A — Individual is partner in representative capacity:

If an individual is a partner on behalf of someone else (e.g., as Karta of HUF), the 12% cap does NOT apply to interest paid to that individual in his personal capacity.

> Example: Mohan HUF is partner (Mohan is Karta). Firm separately takes a loan from Mr. Mohan personally. Interest paid to him in personal capacity is fully allowed — no 12% cap.

Case B — Individual is partner in personal capacity:

If an individual partner receives interest on behalf of/for benefit of others, the 12% cap does NOT apply.

> Example: Mr. C is partner in firm in his personal capacity. Firm takes loan from Mrs. C (his wife). Interest paid to Mr. C for the loan taken from Mrs. C is fully allowed.

### (2) Remuneration (Salary / Bonus / Commission / Royalty)

```

Remuneration to Partner

/ \

Not authorised Authorised

by deed by deed

| |

No Deduction ┌──────────┴──────────┐

(100% disallowed) | |

Non-Working Working Partner

Partner |

| Lower of: Limit or

No Deduction Total remuneration paid

(100% disallowed) to all working partners

```

### Limit Calculation

Book Profit SlabLimit
On first ₹6,00,000 of book profit (or in case of loss)Higher of: ₹3,00,000 OR 90% of book profit
On balance book profit60% of balance

### Book Profit Computation

Profit as per Income Tax Act (PGBP)XX
(+) Remuneration to partners (if debited to P&L)XX
(−) Unabsorbed depreciation (if any)(XX)
Book ProfitXX

### Other Important Points

  • Sec. 40A(2) (excessive payment to related persons) does NOT apply to interest/remuneration covered by Sec. 40(b).
  • Rent paid to a partner is NOT covered by Sec. 40(b), so Sec. 40A(2) DOES apply to such rent.
  • Share of profit received by partner from firm/LLP is exempt u/s 10(2A) in partner's hands.
  • Interest and remuneration received by partner is taxable as PGBP in partner's hands — but only to the extent allowed as deduction to the firm. (Excess that was disallowed to the firm is not taxable to partner.)

Worked example

### Example 1

Example (Remuneration Limit):

Particulars
Book Profit9,00,000
Salary paid to all working partners (debited to P&L)7,50,000

Step 1 — Compute Limit:

  • On first ₹6,00,000: Higher of (6,00,000 × 90% = 5,40,000) OR ₹3,00,000 = ₹5,40,000
  • On balance ₹3,00,000: 60% × 3,00,000 = ₹1,80,000
  • Total Limit = 5,40,000 + 1,80,000 = ₹7,20,000

Step 2 — Deduction:

Lower of (Actual paid ₹7,50,000) or (Limit ₹7,20,000) = ₹7,20,000

Step 3 — Disallowed:

₹7,50,000 − ₹7,20,000 = ₹30,000 disallowed.

---

Example (Interest): Firm pays interest of ₹1,20,000 to a partner on capital of ₹8,00,000 (i.e., 15% p.a.). Deed authorises interest.

→ Max allowed = 12% × 8,00,000 = ₹96,000

→ Excess ₹24,000 disallowed.

⚠️ Common exam mistakes

  • Allowing interest/remuneration when not authorised by partnership deed — even ₹1 is disallowed without deed authorisation.
  • Allowing remuneration to a non-working partner — always 100% disallowed.
  • Forgetting to add back remuneration when computing Book Profit — Book Profit is BEFORE deducting partner remuneration.
  • Forgetting to deduct unabsorbed depreciation when computing Book Profit.
  • Applying 60% to the entire book profit instead of slabwise computation.
  • Applying Sec. 40A(2) to interest/remuneration covered by 40(b) — they are mutually exclusive.
  • Treating share of profit as taxable in partner's hands — it is exempt u/s 10(2A).
Bare-Act text Section 40(b) · Income-tax Act, 1961 · click to expand
Section 40(b): In the case of any firm assessable as such, — (i) any payment of salary, bonus, commission or remuneration, by whatever name called, to any partner who is not a working partner; or (ii) any payment of remuneration to any working partner... which is not authorised by, or is not in accordance with, the terms of the partnership deed... or which exceeds the aggregate amount computed as hereunder: on the first Rs. 6,00,000 of the book-profit or in case of a loss — Rs. 3,00,000 or at the rate of 90 per cent of the book-profit, whichever is more; on the balance of the book-profit — at the rate of 60 per cent... (iv) any payment of interest to any partner which is authorised by, and is in accordance with, the terms of the partnership deed... to the extent such amount exceeds the amount calculated at the rate of twelve per cent simple interest per annum.
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