Drafting, Pleadings and Appearances · Appearance before other Regulatory and Quasi-judicial Authorities

Duties of Resolution Professional under Section 25 of IBC

Updated 11 October 2026 · Fact-checked

Section 25 of the IBC makes the resolution professional (RP) responsible for preserving and protecting the corporate debtor's assets and its continued business operations. To do this, the RP takes custody of assets, represents the debtor, raises interim finance with CoC approval, runs CoC meetings, prepares the information memorandum and puts resolution plans before the CoC.

Understand Duties of Resolution Professional under Section 25 of IBC

A corporate insolvency resolution process (CIRP) starts when the Adjudicating Authority admits an application. First, an interim resolution professional (IRP) takes charge. Later, the committee of creditors (CoC) confirms the IRP or appoints another person as the resolution professional (RP). Section 25 lays down what the RP must do from then on.

The core duty is in Section 25(1): the RP must preserve and protect the assets of the corporate debtor, including the continued business operations. The idea is simple. A debtor that keeps running is worth more to creditors than one that stops. Every action in Section 25(2) serves this goal.

Section 25(2) lists the actions. The RP takes immediate custody and control of all assets and business records. The RP represents and acts for the debtor with third parties and in judicial, quasi-judicial or arbitration proceedings. The RP raises interim finance, appoints accountants, legal or other professionals, and keeps an updated list of claims.

The RP also works with the CoC. The RP convenes and attends all CoC meetings, prepares the information memorandum under Section 29, invites prospective resolution applicants, and presents all resolution plans to the CoC. The RP files applications for avoidance of transactions under Chapter III, if any, and does other things the Board specifies.

For the difference between IRP and RP, remember the sequence. The IRP's duties are in Section 18 and powers to run the debtor as a going concern in Section 20. Section 23 says the RP conducts the entire CIRP, manages the debtor's operations, and exercises the powers and duties given to the IRP. So the RP has everything the IRP had, plus the Section 25 duties. For Paper 2, link this to your drafting of applications and your appearance before the NCLT.

Key rules to remember

Core duty (Section 25(1)): RP's duty = preserve and protect assets + continue business operations; Quote this first in any answer. Section 25(2) actions are the means to achieve it.
Actions in Section 25(2): (a) custody and control of assets and records; (b) represent the debtor; (c) interim finance with CoC approval; (d) appoint professionals; (e) updated list of claims; (f) convene and attend CoC meetings; (g) information memorandum; (h) invite resolution applicants; (i) present resolution plans to CoC; (j) avoidance applications; (k) other actions specified by the Board; Eleven clauses, (a) to (k). Group them as assets, representation, finance, claims, CoC and plans.
Interim finance: IRP: Section 20(2)(c), security over encumbered property needs secured creditors' consent. RP: Section 25(2)(c), subject to CoC approval under Section 28; Do not mix the two. The IRP's proviso waives consent where the property's value is at least twice the debt.
RP takes IRP's role: Section 23(2): RP exercises the powers and performs the duties of the IRP; This is the base for IRP versus RP questions.
Continuity of management: Section 23(1) proviso: RP continues to manage operations after the CIRP period ends until an order under Section 31(1) or appointing a liquidator under Section 34; Applies until the Adjudicating Authority passes the order.

How to solve Duties of Resolution Professional under Section 25 of IBC questions

Most questions give a fact situation and ask what the RP must or may do, or how the RP differs from the IRP. Use this method and keep the answer in provision, analysis, conclusion form.

1Identify the stage. Is it before the CoC appoints or confirms the RP (IRP, Sections 18 and 20) or after (RP, Sections 23 and 25)?
2Name the governing provision. For the RP, cite Section 25(1) for the core duty and the relevant clause of Section 25(2).
3State the rule in plain words, close to the Act's wording, without adding conditions that are not there.
4Apply it to the facts. Match each fact to a clause, such as seizing records to clause (a), or a plan to be tabled to clause (i).
5Check who must approve. Interim finance needs CoC approval under Section 28. Plan approval is for the CoC.
6If the question mentions the IRP, add Section 23(2) and compare duties.
7Conclude clearly: state what the RP should do or whether the act was within the duty. Add one practical compliance point, such as minutes or records.

Quickest way: Group-and-cite method

When to use it: When you have about ten minutes and the question asks you to list or explain the RP's duties.

Write the core duty from Section 25(1) in one line.
List the Section 25(2) duties in four groups: assets and representation; finance and professionals; claims and CoC meetings; information memorandum and plans.
Add avoidance applications and Board-specified actions.
Add one line on Section 23(2) linking the RP to the IRP.
Apply to the facts in two or three lines and conclude.

Common mistakes in Duties of Resolution Professional under Section 25 of IBC

Treating Section 25 as the section on the IRP's duties.
Sections 18, 20, 23 and 25 look alike and are read together.
Fix: Section 18 is the IRP's duties, Section 20 the IRP's going concern powers, Section 25 the RP's duties.
Saying the RP can raise interim finance without anyone's approval.
Students recall the IRP's power in Section 20(2)(c) and carry it over.
Fix: Section 25(2)(c) makes the RP's interim finance subject to CoC approval under Section 28.
Claiming that the RP decides which resolution plan is accepted.
Students overstate the RP's central role.
Fix: The RP prepares the information memorandum, invites applicants and presents all plans to the CoC. The RP does not choose the plan.
Listing only 'running the business' and missing the CoC and claims duties.
Students remember the headline duty only.
Fix: Use the grouping method so claims, CoC meetings, information memorandum and avoidance applications always appear.
Saying the RP's role ends the moment the CIRP period expires.
Students ignore the proviso to Section 23(1).
Fix: The RP keeps managing the operations until an order approving the plan under Section 31(1) or appointing a liquidator under Section 34 is passed.
Mixing up the RP's duties with those in a pre-packaged process.
Section 54F lists similar duties for the RP in a pre-pack.
Fix: In a pre-pack, under Section 54H the Board of Directors or partners continue to manage the affairs. In a CIRP, the RP manages operations under Section 23(1).

Worked examples

Example 1

Sunrise Textiles Ltd is in CIRP. The CoC has appointed Mr Rao as RP. A director refuses to hand over the books of account, and Mr Rao wants to engage a valuer. Advise on his duties and what he can do.

Show the solution

Provision: Section 25(1) requires the RP to preserve and protect the assets and the continued business operations. Section 25(2)(a) requires immediate custody and control of all assets, including business records.
Analysis on books: the books are business records, so Mr Rao must take custody of them. The director must assist. Under Section 19, as applied to the RP through Section 23(2), where personnel do not cooperate, an application can be made to the Adjudicating Authority for directions. The Adjudicating Authority can direct compliance.
Analysis on valuer: Section 25(2)(d) lets the RP appoint accountants, legal or other professionals in the manner specified by the Board.
Practical point: Mr Rao should record the demand and refusal in writing, so the application to the Adjudicating Authority is supported by documents.

Answer: Mr Rao must take immediate custody of the books under Section 25(2)(a). If the director does not cooperate, he may apply to the Adjudicating Authority for directions under Section 19. He may appoint a valuer under Section 25(2)(d) as specified by the Board.

Example 2

State how the duties of an interim resolution professional differ from those of a resolution professional in CIRP.

Show the solution

Role and timing: the IRP acts from the start of the CIRP until the CoC appoints the RP. The RP then conducts the entire CIRP under Section 23(1).
IRP duties under Section 18: collect information on assets, finances and operations; receive and collate claims; constitute the CoC; monitor assets and manage operations until an RP is appointed; take control and custody of assets.
IRP powers under Section 20: protect the value of the property and manage the debtor as a going concern. The IRP can raise interim finance, but no security interest on encumbered property without the prior consent of the secured creditors, unless the property's value is at least twice the debt.
RP duties under Section 25: preserve and protect assets, take custody, represent the debtor, raise interim finance subject to CoC approval under Section 28, keep the list of claims, convene and attend CoC meetings, prepare the information memorandum, invite resolution applicants, present plans to the CoC and file avoidance applications.
Link: Section 23(2) gives the RP the powers and duties of the IRP. So the RP does everything the IRP did and more. Under Section 23(3), if a new RP replaces the IRP, the IRP must hand over all information, documents and records.

Answer: The IRP is the interim stage officer who gathers information, collates claims, constitutes the CoC and manages operations until an RP is appointed. The RP conducts the whole CIRP, has the IRP's powers and duties under Section 23(2), and carries the Section 25 duties, including running CoC meetings, the information memorandum and presenting resolution plans.

Exam tips

Begin with Section 25(1) in your own words. Examiners look for the purpose first, then the list.
Cite clause numbers from Section 25(2) next to each duty. Do this only for clauses you are sure of.
In IRP versus RP answers, always cite Section 23(2). It is the bridge between the two roles.
Add one practical point in case-based answers, such as written records, CoC minutes or an application to the Adjudicating Authority.
Do not describe approval of the resolution plan as the RP's job. Keep it with the CoC and the Adjudicating Authority.

Practice questions from Appearance before other Regulatory and Quasi-judicial Authorities

Duties of Resolution Professional under Section 25 of IBC: frequently asked questions

What is the main duty of a resolution professional under Section 25 IBC?

The main duty in Section 25(1) is to preserve and protect the assets of the corporate debtor, including its continued business operations. The actions in Section 25(2) are the steps to do this.

What is the difference between an IRP and an RP?

The IRP serves at the start of the CIRP and manages the debtor until the RP is appointed. The RP then conducts the entire CIRP under Section 23(1) and has both the IRP's powers and duties and the duties in Section 25.

Can the RP raise interim finance on his own?

No. Section 25(2)(c) makes it subject to the approval of the committee of creditors under Section 28.

Does the RP approve the resolution plan?

No. The RP presents all resolution plans at the CoC meetings under Section 25(2)(i). The decision on the plan rests with the CoC and then the Adjudicating Authority.

Does the RP stop managing the debtor when the CIRP period ends?

No. The proviso to Section 23(1) says the RP continues to manage the operations until the Adjudicating Authority passes an order approving the plan under Section 31(1) or appointing a liquidator under Section 34.