Income Tax··11 min read

Partner's Remuneration: Section 40(b) Limit, Book Profit and Tax

A partnership firm can deduct remuneration to its working partners up to Rs 3,00,000 or 90% of book profit on the first Rs 6,00,000 of book profit, plus 60% of book profit above that, under Section 40(b).

Interest on partner capital is deductible up to 12% simple interest. Both payments must be authorised by the partnership deed.

From 1 April 2025, the firm must also deduct 10% TDS on these payments under Section 194T once a partner crosses Rs 20,000 in a year, a rule many older guides still miss.

What Is Partner's Remuneration?

Partner's remuneration is the salary, bonus or commission a partnership firm pays to a working partner for managing the business, as permitted by the partnership deed.

A partner can receive three kinds of return from the firm. Remuneration for work, interest on capital invested, and a share of profit.

The three ways a partner is paid and how each is treated
PaymentFirmPartner
Remuneration (salary, bonus, commission)Deductible up to the Section 40(b) limitTaxable as business income, to the extent allowed to the firm
Interest on capitalDeductible up to 12% simple interestTaxable as business income, to the extent allowed to the firm
Share of profitNot deductible (paid out of taxed profit)Exempt under Section 10(2A)

Working Partner vs Sleeping Partner: Who Can Be Paid Remuneration?

Only a working partner can receive deductible remuneration, meaning an individual who is actively engaged in conducting the affairs of the firm's business.

Working partner: invests in the firm and manages operations, partly or fully. Eligible for remuneration, interest and profit share.
Sleeping partner: contributes capital only and takes no part in management. Eligible for interest on capital, if the deed allows it, and profit share, but not a salary.
Non-individual partner: a company or another firm cannot be a working partner, so remuneration paid to it is not deductible.

What Is the Maximum Remuneration Allowed Under Section 40(b)?

The firm can deduct total remuneration to all working partners of Rs 3,00,000 or 90% of book profit, whichever is higher, on the first Rs 6,00,000 of book profit, and 60% of book profit beyond that.

Section 40(b) remuneration ceiling (FY 2025-26 and FY 2026-27)
Book profit sliceMaximum remuneration
First Rs 6,00,000 of book profit, or a book lossRs 3,00,000 or 90% of book profit, whichever is higher
Balance of book profit above Rs 6,00,00060% of that balance

The ceiling applies to the combined remuneration of all working partners, not to each partner. A firm with three working partners shares one limit between them in the ratio stated in the deed.

Anything paid above the ceiling is added back to the firm's income. The firm can still pay it to the partner, since the Partnership Act places no cap, but it gets no tax deduction for it.

How to Calculate Book Profit for Section 40(b)

Book profit is the firm's business profit before any partner remuneration is deducted, worked out in four steps from the profit and loss account.

Book profit computation
StepItem
1Net profit as per profit and loss account
2Add: remuneration to partners, if debited in the P&L account
3Add: interest paid to partners, if debited in the P&L account
4Less: interest allowed under Section 40(b) (up to 12% simple interest)
=Book profit

In plain terms, book profit is the profit under the head Profits and Gains of Business or Profession, before the partners are paid for their work.

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Partner Remuneration Calculation: Worked Examples

The same formula gives very different ceilings at different profit levels, as the table below shows for firms of different sizes.

Maximum deductible remuneration at different book profit levels
Book profit / (loss)CalculationMaximum remuneration
Rs (2,00,000) lossHigher of Rs 3,00,000 or 90% of nilRs 3,00,000
Rs 2,00,000Higher of Rs 3,00,000 or Rs 1,80,000Rs 3,00,000
Rs 6,00,000Higher of Rs 3,00,000 or Rs 5,40,000Rs 5,40,000
Rs 7,00,000Rs 5,40,000 + 60% of Rs 1,00,000Rs 6,00,000
Rs 9,00,000Rs 5,40,000 + 60% of Rs 3,00,000Rs 7,20,000
Rs 20,00,000Rs 5,40,000 + 60% of Rs 14,00,000Rs 13,80,000

Now a full example with a disallowance. A firm has two working partners and Rs 10,00,000 of total capital. Its deed allows interest on capital, and it pays 18% interest and Rs 12,00,000 of remuneration. After debiting both, the firm shows a profit of Rs 4,00,000.

Full Section 40(b) computation with disallowance
ItemAmount
Profit per P&L accountRs 4,00,000
Add: remuneration debitedRs 12,00,000
Add: interest debited (18% of Rs 10,00,000)Rs 1,80,000
Less: interest allowed (12% of Rs 10,00,000)Rs (1,20,000)
Book profitRs 16,60,000
Maximum remuneration: Rs 5,40,000 + 60% of Rs 10,60,000Rs 11,76,000
Remuneration disallowed (Rs 12,00,000 less Rs 11,76,000)Rs 24,000
Interest disallowed (Rs 1,80,000 less Rs 1,20,000)Rs 60,000
Firm's taxable income (Rs 4,00,000 + Rs 24,000 + Rs 60,000)Rs 4,84,000
Tax at 30% plus 4% cessRs 1,51,008

The disallowed Rs 84,000 stays out of the partners' taxable income. Only the allowed Rs 11,76,000 of remuneration and Rs 1,20,000 of interest is taxed in their hands.

Conditions for Claiming the Remuneration Deduction

A firm can claim the deduction only when all five conditions below are met.

Working partners only: remuneration goes to individual working partners, not sleeping or non-individual partners.
Authorised by the deed: the deed must state the amount or the method of computing it. A clause allowing salary up to the maximum permitted under the Act is commonly used.
Prospective only: the remuneration must relate to a period starting on or after the date of the deed or its amendment, never earlier.
Within the limit: the total stays inside the Section 40(b) ceiling.
Current deed: if the deed is renewed or amended, the new terms govern the period they cover.

Interest on Partner's Capital: Conditions and the 12% Cap

A firm can deduct simple interest on partner capital up to 12% per annum, provided the partnership deed authorises it.

The deed must approve the interest, and the period must start from the date of the deed.
Interest above 12% a year is disallowed, and so is compound interest.
Paying interest is never compulsory. Whether any is paid is a commercial decision under the deed.

One exception covers a person who is a partner in a representative capacity, acting for someone else. Interest the firm pays that person in a personal capacity is outside these limits and is allowed in full.

How Remuneration and Profit Share Are Taxed in the Partner's Hands

Remuneration and interest that the firm is allowed to deduct are taxable for the partner as business income, while any amount disallowed to the firm is not taxed again in the partner's hands.

The partner's share of profit is exempt under Section 10(2A) whether the partner is working or sleeping. The partner can still offset expenses against the allowed remuneration, and can use the Income Tax Calculator to see the tax on the business income across both regimes.

TDS on Partner Remuneration: Section 194T

Yes, a partnership firm or LLP must deduct 10% TDS on salary, remuneration, commission, bonus and interest paid or credited to a partner once the total for the financial year exceeds Rs 20,000.

Section 194T at a glance
PointRule
Effective from1 April 2025
Payments coveredSalary, remuneration, commission, bonus and interest to a partner
Rate10% (20% if the partner has not furnished a PAN, under Section 206AA)
ThresholdTotal of Rs 20,000 or less in the financial year: no TDS
When to deductAt the earlier of credit to the partner's account, including the capital account, or payment
Not coveredShare of profit and capital withdrawals

A firm that credits Rs 8,00,000 of remuneration and Rs 1,20,000 of capital interest to a partner in the year must deduct Rs 80,000 and Rs 12,000 respectively. The partner then claims the credit from Form 26AS when filing the return.

The rate and threshold are the same under the new Act: Section 194T moves into Section 393 from FY 2026-27, as the TDS rate chart shows alongside every other TDS section. The general rules on deposit and return due dates are in the TDS guide, and the TDS Calculator checks the amount on any payment.

Does Section 40(b) Apply to LLPs and Presumptive Taxation?

Section 40(b) applies to LLPs, because an LLP is taxed as a partnership firm, but it does not give a separate deduction to a firm that pays tax on a presumptive basis.

LLPs: the same remuneration and interest limits apply. Guides that say the section does not apply to LLPs are wrong.
Sections 44AD and 44ADA: a firm taxed on presumptive income does not claim partner remuneration and interest on top of the fixed percentage.
Directors, not partners: remuneration to a company director is a different matter, covered by Section 194J at 10% with no threshold in the Section 194J guide.

Tax Planning for a Partnership Firm: Getting the Most from Remuneration

The best tax planning is to pay working partners up to the full Section 40(b) ceiling while keeping interest within 12% simple, since every rupee inside the limit cuts the firm's taxable income at 30%.

Write the deed so that working partners can draw the maximum permitted salary, and amend it before the year starts, not after.
Fix remuneration only after estimating book profit, so the amount does not exceed the ceiling and trigger a disallowance.
Keep interest on capital at or below 12% simple, and avoid compounding.
Deduct and deposit TDS under Section 194T on time, and file the quarterly statements by the due dates.
Reconcile the partner credits against Form 26AS before the ITR due date.

The firm itself pays a flat 30% plus cess, with no slab benefit. Partners on lower slabs may choose how much to draw as salary versus how much to leave as profit share, an area where a chartered accountant adds real value.

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Frequently Asked Questions: Partner's Remuneration

What is partner's remuneration?

Partner's remuneration is the salary, bonus or commission a partnership firm pays to a working partner for managing the business, as allowed by the partnership deed. It is separate from interest on capital and from the partner's share of profit.

What is the maximum partner remuneration allowed under Section 40(b)?

The firm can deduct total remuneration to all working partners of Rs 3,00,000 or 90% of book profit, whichever is higher, on the first Rs 6,00,000 of book profit (or on a book loss), plus 60% of book profit above Rs 6,00,000. Anything above this ceiling is added back to the firm's income.

Is the Section 40(b) limit per partner or for the whole firm?

The limit applies to the combined remuneration of all working partners, not to each partner separately. A firm with three working partners shares one ceiling between them in whatever ratio the deed specifies.

What is book profit under Section 40(b)?

Book profit is the firm's business profit computed under the PGBP rules before any partner remuneration is deducted. In practice you take the profit shown in the profit and loss account, add back remuneration and interest paid to partners that were debited there, and then subtract the interest allowed under Section 40(b).

What is the maximum interest on a partner's capital that a firm can deduct?

Simple interest of up to 12% per annum on the partner's capital is deductible, provided the partnership deed authorises it. Any interest paid above 12%, and any compound interest, is disallowed in the firm's hands.

Can a sleeping partner receive remuneration?

No. Only a working partner, meaning an individual actively engaged in conducting the firm's business, can receive a deductible salary. A sleeping partner earns interest on capital, if the deed provides for it, and a share of profit.

Can a company or an LLP be a working partner?

No. A non-individual partner such as a company cannot be a working partner, so remuneration paid to it is not deductible under Section 40(b).

Does the partnership deed need to mention the remuneration?

Yes. The deed must either state the amount or lay down the method of computing it, and the remuneration must relate to a period after the deed was made or amended. A clause allowing salary to working partners up to the maximum permitted under the Income Tax Act is the usual way to satisfy this.

Is partner remuneration taxable in the partner's hands?

Yes, to the extent it is allowed as a deduction to the firm, it is taxable for the partner as business or professional income. The portion disallowed in the firm's hands is not taxed again in the partner's hands.

Is a partner's share of profit taxable?

No. The share of profit received by a partner from the firm is exempt under Section 10(2A) of the Income Tax Act, because the firm has already paid tax on it.

Is TDS deducted on partner remuneration?

Yes, from 1 April 2025. Section 194T requires a partnership firm or LLP to deduct TDS at 10% on salary, remuneration, commission, bonus and interest paid or credited to a partner once the total for the financial year exceeds Rs 20,000. Older guides that say no TDS applies to partner payments predate this change.

Does TDS under Section 194T apply to the partner's share of profit?

No. The share of profit is exempt in the partner's hands and is not a payment covered by Section 194T. The section covers only salary, remuneration, commission, bonus and interest.

When must TDS on partner remuneration be deducted?

TDS must be deducted at the earlier of crediting the amount to the partner's account, including the capital account, or actually paying it. A book entry is enough to trigger the deduction even if no cash moves.

Is Section 40(b) applicable to an LLP?

Yes. For income tax purposes an LLP is taxed like a partnership firm, so the same remuneration and interest limits apply to its working partners. Some guides wrongly say Section 40(b) does not apply to LLPs.

Can a firm on presumptive taxation claim partner remuneration?

No separate deduction is allowed. A firm that pays tax on a presumptive basis under Section 44AD or 44ADA has its income computed as a fixed percentage of turnover or receipts, so remuneration and interest to partners are not claimed on top of that.

What happens if remuneration exceeds the Section 40(b) limit?

The excess is disallowed and added to the firm's taxable income. The firm can still legally pay it to the partner under the Partnership Act, but it gets no tax deduction for it.

Is it mandatory to pay interest on a partner's capital?

No. The deed decides whether interest is paid at all. If it is paid within 12% simple interest and as authorised by the deed, it is deductible for the firm.

Can a partner claim a deduction for interest received on capital in the personal return?

No. The deduction belongs to the firm. In the partner's own return, the allowed interest is reported as business income.

What is the tax rate for a partnership firm?

A partnership firm or LLP is taxed at a flat 30% on its income after the Section 40(b) adjustments, plus 4% health and education cess, with a surcharge of 12% where income exceeds Rs 1 crore. There are no slab rates or rebates for firms.

How can a partnership firm plan tax on partner remuneration?

Draft the deed so that working partners are paid up to the full permitted limit, keep interest on capital at or below 12% simple, and have the firm's book profit computed correctly before fixing the remuneration. Paying exactly to the ceiling gives the firm the maximum deduction without any disallowance.

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Disclaimer: This article explains Section 40(b) and Section 194T of the Income Tax Act for general informational purposes and is not tax advice. Deduction limits depend on your firm's partnership deed and computed book profit; consult a chartered accountant before fixing partner remuneration or filing. The Income Tax Act, 2025 replaces the 1961 Act from 1 April 2026 and renumbers its sections, so confirm the current section reference for your assessment year. Figures reflect the law as of the date above.