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Corporate Restructuring, Valuation and Insolvency · Role, Functions and Duties of IP, IRP and RP

Resolution Professional: Appointment, Powers and Duties under IBC

Updated 11 October 2026 · Fact-checked

A resolution professional (RP) is the insolvency professional who runs the corporate insolvency resolution process after the committee of creditors confirms or replaces the IRP. The RP manages the debtor as a going concern, exercises the IRP's powers and duties, and conducts the entire process until the Adjudicating Authority passes its order.

Understand Resolution Professional: Appointment, Powers and Duties

When a CIRP starts, the Adjudicating Authority appoints an interim resolution professional (IRP). The IRP is a temporary role. Once the committee of creditors (CoC) is formed, it decides who will run the process from then on. That person is the resolution professional (RP).

The CoC can confirm the IRP as RP or replace the IRP with another insolvency professional. The RP's appointment is under section 22. Section 27 then lets the CoC replace an RP at any time during the process if it feels a change is needed.

The RP's job is stated in section 23. Subject to section 27, the RP conducts the entire CIRP and manages the operations of the corporate debtor during the CIRP period. The RP also exercises the powers and performs the duties that the Code gives to the IRP. So the IRP's management powers carry over to the RP.

The RP continues to manage the debtor even after the CIRP period expires. This continues until the Adjudicating Authority passes an order approving the resolution plan under section 31(1), or an order appointing a liquidator under section 34. There is no gap in management.

The core idea: the IRP and the RP do the same job at different stages. The IRP starts the process and the CoC picks the person who finishes it. In your answer, always link the RP's authority back to sections 17, 20 and 23.

Key rules to remember

RP's role (section 23(1))
RP conducts the entire CIRP + manages the debtor's operations during the CIRP period (subject to section 27)
Section 27 is the CoC's power to replace the RP, so section 23 always operates subject to it.
Continuation after CIRP period (proviso to section 23(1))
RP continues to manage operations until the order under section 31(1) (plan approval) or section 34 (liquidator appointed)
Do not say the RP's role ends when the CIRP period expires.
RP takes IRP's powers (section 23(2))
RP exercises powers and performs duties vested in the IRP under the Chapter
This is why the RP's powers are discussed with sections 17 and 20.
Replacement of RP (section 27(2))
CoC vote of 66% of voting shares + written consent of the proposed RP in the specified form
The vote is taken at a CoC meeting.
Replacement procedure (section 27(3) and (4))
CoC forwards name to Adjudicating Authority → Authority forwards it to the Board (IBBI) for confirmation → appointment in the manner of section 16
The CoC proposes. The Board confirms.
Disciplinary proceedings (section 27(5))
If disciplinary proceedings are pending against the proposed professional, the existing RP continues until another professional is appointed
The process never runs without an RP.
IRP management powers (section 17(1))
Management vests in the IRP; board's powers stand suspended; officers report to the IRP; banks act on the IRP's instructions
The RP inherits these through section 23(2).
Going concern authority (section 20(2))
Appoint professionals; enter into, amend or modify contracts; raise interim finance; instruct personnel; take all actions needed to keep the debtor a going concern
Section 20(1): make every endeavour to protect and preserve value and run the debtor as a going concern.
Interim finance proviso (section 20(2)(c))
No security interest on encumbered property without prior consent of the secured creditor, unless property value ≥ 2 × the amount of the debt
The consent is not needed when the value is not less than twice the debt.

How to solve Resolution Professional: Appointment, Powers and Duties questions

Case questions on the RP ask who the RP is, what the RP can do and whether an action is valid. Use this method to organise the answer.

  1. 1Identify the stage: is the person an IRP (before the CoC acts) or an RP (after confirmation or replacement)?
  2. 2State the source of authority: section 22 for appointment, section 23 for conduct of the CIRP, section 27 for replacement.
  3. 3If the facts involve replacement, check the CoC vote (66% of voting shares), the written consent of the proposed professional, and the route through the Adjudicating Authority and the Board.
  4. 4Link the powers: section 23(2) gives the RP the IRP's powers, so apply section 17 (management vests in the RP, board suspended) and section 20 (going concern authority).
  5. 5Test the act in the question against the exact limit, for example the interim finance proviso on encumbered property, or whether the CIRP period has expired.
  6. 6Check for continuity: the RP continues after the CIRP period until the order under section 31(1) or section 34.
  7. 7Conclude in one line stating whether the act or step is valid, with the section.

Quickest way: Four-line RP answer

When to use it: Use it when a question gives a short fact pattern and you must answer within a few minutes.

  1. Line 1: name the stage and the section (IRP under section 17, RP under section 23).
  2. Line 2: state the rule that matches the facts (66% vote and consent for replacement, or the going concern power).
  3. Line 3: apply the rule to the numbers or dates in the facts.
  4. Line 4: give the conclusion and mention continuity under the proviso to section 23(1) if time has passed.

Common mistakes in Resolution Professional: Appointment, Powers and Duties

  • Saying the RP's term ends when the CIRP period expires.

    Students link the RP's role only to the fixed CIRP time limit.

    Fix: Quote the proviso to section 23(1): the RP continues to manage the debtor until the order under section 31(1) or section 34.

  • Stating the CoC vote for replacement as a simple majority.

    Students confuse replacement with ordinary CoC decisions.

    Fix: Remember section 27(2): a vote of sixty-six per cent of voting shares, plus written consent of the proposed RP.

  • Saying the CoC appoints the new RP directly.

    Students stop reading after the vote.

    Fix: The CoC forwards the name to the Adjudicating Authority, which sends it to the Board for confirmation. Appointment follows the manner of section 16.

  • Treating the IRP and RP as having different powers.

    The two titles sound like two separate offices.

    Fix: Section 23(2) gives the RP the powers and duties of the IRP. Answer the difference as one of stage and appointing authority.

  • Applying the section 54F pre-pack duties to a normal CIRP.

    Section 54F also lists RP duties and powers, so students mix them up.

    Fix: Section 54F applies to the pre-packaged process, where the board of directors keeps management under section 54H. In a normal CIRP the board's powers are suspended under section 17.

  • Writing that the RP needs secured creditor consent for every interim finance security.

    Students forget the proviso.

    Fix: Consent is needed for encumbered property, but not where its value is not less than twice the amount of the debt.

Worked examples

Example 1

In the CIRP of Kaveri Textiles Ltd, the CoC wants to replace the RP, Mr Rao, with Ms Iyer. Votes in favour total 64% of voting shares. The CoC has not obtained Ms Iyer's written consent. Can Mr Rao be replaced?

Show the solution
  1. Section 27(1) allows the CoC to replace the RP at any time during the CIRP if it thinks it is required.
  2. Section 27(2) requires a resolution at a meeting by a vote of 66% of voting shares.
  3. The votes in favour are 64%, which is less than 66%, so the vote requirement is not met.
  4. Section 27(2) also requires written consent of the proposed RP in the specified form. Ms Iyer's consent has not been obtained, so the second condition also fails.
  5. Under section 27(5), where disciplinary proceedings are pending against the proposed professional, the existing RP continues. That is not stated in the facts, but Mr Rao in any case continues because no valid replacement has occurred.

Answer: Mr Rao cannot be replaced. The vote of 64% is below the required 66% of voting shares, and Ms Iyer's written consent is missing. Mr Rao continues as RP.

Example 2

The CIRP period of Sagar Foods Ltd has expired. The plan has been submitted to the Adjudicating Authority but no order has been passed. A director says the RP has no authority any more and the board should resume control. Advise.

Show the solution
  1. Section 23(1) makes the RP responsible for conducting the CIRP and managing operations during the CIRP period.
  2. The proviso to section 23(1) says the RP continues to manage the operations after the CIRP period expires.
  3. This continues until an order approving the resolution plan under section 31(1) or an order appointing a liquidator under section 34 is passed.
  4. No such order has been passed, so the RP's management continues.
  5. Under section 17(1)(b), the powers of the board stand suspended and are exercised by the IRP, and the RP exercises these powers through section 23(2). Nothing in the facts ends that suspension.

Answer: The director is wrong. The RP continues to manage Sagar Foods Ltd after the CIRP period expired until the Adjudicating Authority passes an order under section 31(1) or section 34. The board's powers remain suspended.

Exam tips

  • Always quote section 23(1) and its proviso when a question asks about the duration of the RP's authority.
  • For replacement questions, write the three conditions in order: 66% vote, proposed RP's written consent, and confirmation through the Adjudicating Authority and the Board.
  • When a question asks for the difference between the IRP and the RP, answer on stage, appointing authority and the fact that section 23(2) gives the RP the IRP's powers.
  • Quote section 20(2) powers and the 2 × debt proviso exactly when interim finance appears in the facts.
  • Do not mix the pre-pack duties of section 54F with the CIRP. Mention section 54F only when the question is about a pre-packaged process.

Practice questions from Role, Functions and Duties of IP, IRP and RP

Resolution Professional: Appointment, Powers and Duties in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Resolution Professional: Appointment, Powers and Duties: frequently asked questions

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

The IRP is appointed at the start of the CIRP and runs the debtor until the CoC acts. The RP is the professional the CoC confirms or appoints in the IRP's place. Under section 23(2), the RP has the same powers and duties as the IRP.

How does the CoC replace a resolution professional?

The CoC resolves at a meeting by a vote of 66% of voting shares, with written consent from the proposed professional. It forwards the name to the Adjudicating Authority, which sends it to the Board for confirmation. Appointment follows the manner in section 16.

Does the RP continue after the CIRP period ends?

Yes. Under the proviso to section 23(1), the RP continues to manage the debtor's operations until the Adjudicating Authority passes an order approving the plan under section 31(1) or appointing a liquidator under section 34.

What can an RP do to keep the company a going concern?

Section 20(2) lets the RP appoint professionals, enter into or modify contracts, raise interim finance, issue instructions to personnel and take all necessary actions. The duty is to protect and preserve the value of the property and run operations as a going concern.