Corporate Restructuring, Valuation and Insolvency · Resolution Strategies

Appointment of Resolution Professional under Section 22 IBC

Updated 11 October 2026 · Fact-checked

Under Section 22 of the IBC, the committee of creditors (CoC) holds its first meeting within seven days of its constitution. By at least 66% of the financial creditors' voting share, it either confirms the interim resolution professional (IRP) as resolution professional (RP) or replaces the IRP with another professional.

Understand Appointment of Resolution Professional (Section 22)

When the Adjudicating Authority admits a corporate insolvency resolution process (CIRP), it appoints an interim resolution professional (IRP) on the insolvency commencement date (Section 16). The IRP's term continues till the date the resolution professional is appointed under Section 22. So the IRP is a temporary appointee. The RP is the person the creditors choose to run the process.

Once the committee of creditors is constituted, it must hold its first meeting within seven days. The main business of that meeting is to decide who will act as RP. The decision needs a majority vote of not less than 66% of the voting share of the financial creditors. The figure was 75% earlier and was changed to 66% by the 2018 amendment.

The CoC has two choices. It can continue the IRP as RP. Or it can replace the IRP with another insolvency professional. The route and the paperwork differ for each choice.

If the IRP is continued, the CoC communicates its decision to the IRP, the corporate debtor and the Adjudicating Authority. This is subject to a written consent from the IRP in the specified form. If the IRP is replaced, the CoC files an application before the Adjudicating Authority for the appointment of the proposed RP, along with that person's written consent in the specified form.

In a replacement, the Adjudicating Authority does not appoint straight away. It forwards the proposed name to the Board (IBBI) for confirmation. It appoints only after the Board confirms. If the Board does not confirm within ten days of receiving the name, the Adjudicating Authority directs the IRP to continue as RP until the Board confirms the proposed appointment. This keeps the process from being left without a professional.

Key rules to remember

Timing of first CoC meeting: First CoC meeting ≤ 7 days from constitution of the CoC; Section 22(1). The meeting is held within seven days, not after seven days.
Voting threshold for appointment: Vote ≥ 66% of voting share of financial creditors; Section 22(2). Applies to both continuing the IRP and replacing the IRP. Voting share is that of financial creditors only.
If IRP is continued: CoC decision → communicated to IRP, corporate debtor and Adjudicating Authority (subject to IRP's written consent in specified form); Section 22(3)(a). No application for fresh appointment is needed.
If IRP is replaced: CoC application to Adjudicating Authority + proposed RP's written consent → name sent to Board → appointment after Board confirmation; Section 22(3)(b) and (4).
Board does not confirm in time: No confirmation within 10 days of receiving name → IRP continues as RP until Board confirms; Section 22(5). The Adjudicating Authority directs this by order.
Tenure of IRP: IRP term continues till date of appointment of RP under Section 22; Section 16(5). The earlier fixed 30-day limit was removed.
Later replacement of RP by CoC: Vote of 66% of voting shares + proposed RP's written consent → name to Adjudicating Authority → Board → appointment as in Section 16; Section 27(2) to (4). Applies at any time during CIRP after an RP is appointed under Section 22.

How to solve Appointment of Resolution Professional (Section 22) questions

For any question on appointment of an RP, follow the facts in order: who is acting, what the CoC decided, by what vote, and who must be told or approached.

1Identify the stage. Check whether the CIRP has been admitted, an IRP is in office and the CoC has been constituted.
2Check the meeting date. The first CoC meeting must be held within seven days of constitution of the CoC.
3Check the vote. The resolution must have at least 66% of the voting share of the financial creditors. Compute the percentage from the facts given.
4Decide the outcome. If the vote passes for continuing the IRP, apply Section 22(3)(a). If it passes for a new person, apply Section 22(3)(b).
5Apply the procedure. For continuation, communicate the decision to the IRP, the corporate debtor and the Adjudicating Authority, with the IRP's written consent. For replacement, file the application with the proposed RP's written consent, then Board confirmation, then appointment.
6Apply the fallback. If the Board has not confirmed within ten days, the IRP continues until confirmation.
7Conclude. State who is the RP, on what basis, and what compliance remains.

Quickest way: Three-check method for Section 22 questions

When to use it: Use this when you have little time and the question gives a vote count and a decision of the CoC.

Check 1: Was the vote 66% or more of the financial creditors' voting share? If not, no valid resolution.
Check 2: Continue or replace? Continue means communicate to IRP, corporate debtor and Adjudicating Authority. Replace means application to the Adjudicating Authority.
Check 3: For replacement, is the Board's confirmation in the facts? If ten days pass without it, the IRP continues.
Write the answer as provision, facts, conclusion, in three or four lines each.

Common mistakes in Appointment of Resolution Professional (Section 22)

Writing the threshold as 75%.
Older books and notes carry the pre-2018 figure.
Fix: Write 66% of the voting share of the financial creditors for Section 22(2) and Section 27(2). Remember that 75% appears for replacing a bankruptcy trustee under Section 145(2), which is a different process.
Counting operational creditors or all creditors in the vote.
Students read 'committee of creditors' loosely.
Fix: The Section 22(2) vote is on the voting share of the financial creditors. Compute the percentage on that base only.
Saying the Adjudicating Authority appoints the new RP directly.
Students skip the Board step.
Fix: In a replacement, the Adjudicating Authority forwards the name to the Board and appoints only after confirmation by the Board.
Treating the IRP and RP as the same person with the same tenure.
The same individual often holds both roles.
Fix: The IRP is appointed by the Adjudicating Authority under Section 16. The RP is appointed under Section 22. The IRP's term continues till the RP is appointed.
Forgetting the written consent in the specified form.
Students focus on the vote and miss the documents.
Fix: Mention the written consent of the IRP (continuation) or of the proposed RP (replacement) in your answer.
Confusing Section 22 with Section 27.
Both deal with who acts as RP.
Fix: Section 22 is the first appointment at the first CoC meeting. Section 27 is the later replacement of an RP already appointed under Section 22.

Worked examples

Example 1

The CoC of Sundaram Textiles Ltd. was constituted on 3 March. Financial creditors hold voting shares as follows: Bank A 40%, Bank B 30%, NBFC C 20%, Fund D 10%. At the first meeting, Bank A, Bank B and Fund D vote to continue the IRP as RP; NBFC C votes against. Is the IRP validly continued, and what must follow?

Show the solution

Provision: Under Section 22(2), the CoC may resolve by a vote of not less than 66% of the voting share of the financial creditors to continue the IRP or replace the IRP.
Compute the vote in favour: 40% + 30% + 10% = 80%.
Compare: 80% is more than 66%, so the resolution is validly passed.
Procedure under Section 22(3)(a): the CoC communicates its decision to the IRP, the corporate debtor and the Adjudicating Authority, subject to written consent from the IRP in the specified form.
Timing: the first meeting must have been held within seven days of constitution, that is, by 10 March.

Answer: Yes. With 80% in favour, the resolution passes the 66% threshold. The IRP continues as RP once his written consent is obtained and the decision is communicated to the IRP, the corporate debtor and the Adjudicating Authority.

Example 2

At the first meeting of the CoC of Kaveri Steels Ltd., financial creditors holding 70% of the voting share resolve to replace the IRP with Mr. Rao. Describe the steps to appoint Mr. Rao. What happens if the Board does not confirm his name within ten days of receiving it?

Show the solution

Provision: Section 22(2) allows replacement of the IRP by a vote of not less than 66% of the voting share of the financial creditors.
Vote check: 70% is more than 66%, so the resolution is valid.
Under Section 22(3)(b), the CoC files an application before the Adjudicating Authority for appointment of Mr. Rao, along with his written consent in the specified form.
Under Section 22(4), the Adjudicating Authority forwards Mr. Rao's name to the Board for confirmation. It makes the appointment after confirmation by the Board.
Under Section 22(5), if the Board does not confirm within ten days of receiving the name, the Adjudicating Authority directs by order that the IRP continue as RP until the Board confirms the appointment of Mr. Rao.

Answer: The 70% vote is valid. The CoC applies to the Adjudicating Authority with Mr. Rao's consent. The name goes to the Board, and Mr. Rao is appointed after the Board confirms. If the Board is silent for ten days, the existing IRP continues as RP until the Board confirms Mr. Rao.

Exam tips

Learn the numbers cold: seven days for the first meeting, 66% voting share of financial creditors, ten days for the Board.
Write answers in the order provision, facts, conclusion. Show the percentage calculation in one line.
Draw a clear line between continuing the IRP and replacing the IRP. Examiners often test only one of the two routes.
Mention written consent in the specified form. It is an easy mark that many students miss.
If the question says 'at any time during CIRP', think of Section 27, not Section 22.

Practice questions from Resolution Strategies

Appointment of Resolution Professional (Section 22): frequently asked questions

What is the difference between an interim resolution professional and a resolution professional?

The IRP is appointed by the Adjudicating Authority on the insolvency commencement date under Section 16, and holds office till the RP is appointed. The RP is appointed under Section 22 by the CoC's decision, either by continuing the IRP or by replacing the IRP with another professional.

What vote does the CoC need to appoint a resolution professional?

Section 22(2) requires a majority vote of not less than 66% of the voting share of the financial creditors. This applies whether the CoC continues the IRP or replaces the IRP.

Within how many days must the first CoC meeting be held?

The first meeting must be held within seven days of the constitution of the CoC. It is at this meeting that the CoC decides on the RP.

Who confirms a new resolution professional proposed by the CoC?

The Adjudicating Authority forwards the proposed name to the Board (IBBI) for confirmation and appoints the RP after confirmation. If the Board does not confirm within ten days, the IRP continues until confirmation.

Can the CoC replace the resolution professional later in the process?

Yes. Under Section 27, the CoC may at any time during CIRP replace an RP appointed under Section 22 by a vote of 66% of voting shares, with the proposed RP's written consent. The name goes to the Adjudicating Authority and the Board, and the appointment follows the manner laid down in Section 16.