Insolvency and Bankruptcy - Law and Practice · Resolution Strategies (Elective 7.5)

Appointment of Resolution Professional under Section 22 IBC

Updated 11 October 2026 · Fact-checked

Under Section 22 IBC, the committee of creditors meets within seven days of its constitution. By at least 66% of the financial creditors' voting share, it either keeps the interim resolution professional as resolution professional or replaces him. A replacement needs the Adjudicating Authority's appointment after the Board confirms the name.

Understand Appointment of Resolution Professional (Section 22)

When the Adjudicating Authority starts a corporate insolvency resolution process, it appoints an interim resolution professional (IRP) under Section 16. The IRP runs the process only for a short time. His term continues until a resolution professional is appointed under Section 22.

Section 22 decides who takes over. The committee of creditors (CoC) holds its first meeting within seven days of being constituted. At that meeting it votes on one of two choices: appoint the IRP as the resolution professional (RP), or replace the IRP with another professional.

The vote needs a majority of not less than 66% of the voting share of the financial creditors. Older text said seventy-five per cent. The 2018 amendment reduced it to sixty-six. Only financial creditors vote, and their voting share is what is counted.

The two routes work differently. If the CoC keeps the IRP, it tells the IRP, the corporate debtor and the Adjudicating Authority, subject to the IRP's written consent in the specified form. If it replaces him, it files an application before the Adjudicating Authority along with the proposed RP's written consent in the specified form. The Adjudicating Authority sends the name to the Board (IBBI) for confirmation and appoints only after confirmation.

The Board has ten days to confirm. If it does not, the Adjudicating Authority directs the IRP to continue as RP until the Board confirms the proposed professional. This avoids a gap in management of the process.

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 where the RP question is decided.
Voting threshold: Vote ≥ 66% of the voting share of the financial creditors; Section 22(2). Applies both to continuing the IRP and to replacing him.
Route A: continue the IRP: CoC resolves → IRP's written consent → decision communicated to IRP, corporate debtor and Adjudicating Authority; Section 22(3)(a). No Board confirmation step is stated in this route.
Route B: replace the IRP: CoC resolves → application to Adjudicating Authority with proposed RP's written consent → name sent to Board → appointment after confirmation; Section 22(3)(b) and (4).
Board confirmation period: Board to confirm within 10 days of receiving the name; if not, the IRP continues as RP until confirmation; Section 22(5). The Adjudicating Authority orders the IRP to continue.
Later replacement of RP: CoC vote of 66% of voting shares + written consent of proposed RP → name to Adjudicating Authority → Board confirmation; Section 27. This applies to replacing an RP already appointed under Section 22.

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

Use this method for any case question on appointing or replacing a resolution professional.

1Identify the stage. Is this the first CoC meeting (Section 22) or a later replacement of an RP already appointed (Section 27)?
2Check the timing. The first meeting must be held within seven days of constitution of the CoC.
3Check the vote. Count only the voting share of financial creditors. Test whether the resolution got not less than 66%.
4Decide the route. Did the CoC keep the IRP (Section 22(3)(a)) or propose a new person (Section 22(3)(b))?
5Check the paperwork. Is the written consent in the specified form there, from the IRP or from the proposed RP?
6For a replacement, trace the steps: application to the Adjudicating Authority, name to the Board, confirmation, then appointment. Apply the ten-day rule if the Board is silent.
7State the conclusion clearly: who acts as RP now, and why. Close with the section numbers.

Quickest way: Four-check shortcut for Section 22 problems

When to use it: Use it when a long fact pattern gives dates, percentages and names and you have limited time.

Check the date: 7 days.
Check the vote: 66% of financial creditors' voting share.
Check the route: continue (communicate) or replace (apply, Board, appointment).
Check the gap: Board silent for 10 days means the IRP continues as RP.

Common mistakes in Appointment of Resolution Professional (Section 22)

Quoting 75% as the vote needed under Section 22.
Older books and notes still carry the original figure.
Fix: Write 66% of the voting share of financial creditors, as amended in 2018. Note that 75% is the figure for replacing a bankruptcy trustee under Section 145.
Counting operational creditors or all creditors in the vote.
Students read 'committee of creditors' loosely.
Fix: The Section 22(2) vote is by the voting share of the financial creditors.
Saying the Adjudicating Authority appoints the new RP straight away.
Students skip the Board's role.
Fix: The Adjudicating Authority forwards the name to the Board and appoints only after the Board confirms.
Forgetting the written consent in the specified form.
It is a small detail inside the sub-section.
Fix: Mention consent of the IRP (continuation) or of the proposed RP (replacement) in every answer.
Mixing Section 22 with Section 27.
Both deal with replacing a professional and both use 66%.
Fix: Section 22 is the first CoC meeting and the IRP. Section 27 is replacing an RP already appointed under Section 22, at any time during the process.
Assuming the IRP leaves office if the Board is slow.
Students forget the ten-day fallback.
Fix: If the Board does not confirm within ten days, the IRP continues as RP until the Board confirms the proposed professional.

Worked examples

Example 1

The CoC of Sundaram Textiles Ltd is constituted on 3 March. It holds its first meeting on 9 March. Financial creditors holding 70% of the voting share vote to appoint the IRP as RP, and the IRP gives written consent in the specified form. Is the IRP validly continued as RP? Whom must the CoC inform?

Show the solution

Timing: 3 March to 9 March is 6 days. This is within the seven days in Section 22(1).
Vote: 70% of the voting share of financial creditors is not less than 66%, so Section 22(2) is satisfied.
Route: the CoC resolved to continue the IRP, so Section 22(3)(a) applies.
Consent: the IRP has given written consent in the specified form, so the condition is met.
Communication: the CoC must communicate its decision to the IRP, the corporate debtor and the Adjudicating Authority.

Answer: Yes. The meeting was in time, the 70% vote exceeds the 66% minimum, and the IRP's written consent is given. The IRP continues as RP, and the CoC informs the IRP, the corporate debtor and the Adjudicating Authority.

Example 2

At its first meeting, the CoC of Kaveri Power Ltd resolves by 68% of the financial creditors' voting share to replace the IRP with Mr. Rao. The CoC applies to the Adjudicating Authority with Mr. Rao's written consent. The Board does not confirm Mr. Rao's name within ten days of receiving it. Who acts as RP, and for how long?

Show the solution

Vote: 68% is not less than 66%, so the resolution to replace is valid under Section 22(2).
Route: the CoC chose replacement, so it must apply to the Adjudicating Authority along with the proposed RP's written consent. This was done (Section 22(3)(b)).
Board role: the Adjudicating Authority forwards Mr. Rao's name to the Board. The appointment is made only after the Board confirms (Section 22(4)).
Silence of the Board: the Board did not confirm within ten days of receiving the name. Section 22(5) applies.
Effect: the Adjudicating Authority, by order, directs the IRP to continue to function as RP until the Board confirms the appointment of the proposed RP.

Answer: The existing IRP acts as RP by direction of the Adjudicating Authority. He continues until the Board confirms Mr. Rao's appointment. Mr. Rao is appointed after that confirmation.

Exam tips

Write the section number and sub-section for each point. Examiners reward the provision first, then the facts.
Always state 66% and name financial creditors' voting share. Show the arithmetic against the threshold.
Keep Route A and Route B separate in your answer. Use short headings in your own writing.
Mention the ten-day fallback in any question where the Board's confirmation is delayed.
Link to Section 16 for the IRP's term and Section 27 for later replacement. It shows you know the full scheme.

Practice questions from Resolution Strategies (Elective 7.5)

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. His term continues until an RP is appointed under Section 22. The RP is the professional the CoC confirms or appoints at its first meeting to run the rest of the process.

What majority does the CoC need to appoint a resolution professional under Section 22?

It needs a vote of not less than 66% of the voting share of the financial creditors. The same threshold applies whether the CoC keeps the IRP or replaces him.

Does the Board have to confirm the IRP if the CoC continues him as RP?

Section 22(3)(a) provides for communication of the decision, subject to the IRP's written consent. The Board's confirmation in Section 22(4) is stated for the case where the CoC proposes a new RP.

What happens if the Board does not confirm the proposed RP in time?

If the Board does not confirm the name within ten days of receiving it, the Adjudicating Authority directs the IRP to continue as RP. He continues until the Board confirms the proposed professional's appointment.