Resolution Professional is an insolvency professional appointed to conduct the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, responsible for managing the corporate debtor's affairs, preserving its assets, and facilitating the resolution process through to approval of a resolution plan or liquidation. Under Indian law, a resolution professional is defined in Section 5(27) and their duties are enumerated in Section 25 of the IBC, 2016.
Legal definition
Section 5(27) of the Insolvency and Bankruptcy Code, 2016 defines:
"Resolution professional" means an insolvency professional appointed to conduct the corporate insolvency resolution process and includes an interim resolution professional.
Section 25(1) provides:
The resolution professional shall have the following duties, namely:—
(a) take immediate custody and control of all the assets of the corporate debtor, including the business records of the corporate debtor;
(b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial or arbitration proceedings;
(c) raise interim finance as specified in section 28;
(d) appoint accountants, legal and other professionals as deemed necessary;
(e) maintain an updated list of claims;
(f) convene and attend all meetings of the committee of creditors;
(g) prepare the information memorandum;
(h) invite prospective resolution applicants to submit resolution plans;
(i) present all resolution plans at meetings of the committee of creditors;
(j) file applications for avoidance of preferential, undervalued, extortionate, and fraudulent transactions.
The RP is appointed by the Committee of Creditors in their first meeting (replacing the interim resolution professional, unless confirmed) under Section 22.
How courts have interpreted this term
Swiss Ribbons Pvt. Ltd. v. Union of India (2019) 4 SCC 17
The Supreme Court clarified that the resolution professional exercises administrative powers, not quasi-judicial powers. The Court held that even when the RP exercises discretion — such as in verifying claims — it is in an administrative capacity. The RP does not have the power to reject claims but acts as a facilitator ensuring compliance with the Code. This distinction is fundamental to understanding the RP's limited decision-making authority relative to the CoC.
Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta (2020) 8 SCC 531
The Supreme Court reaffirmed that the RP acts as a facilitator and not a decision-maker. The RP's role is to manage the CIRP process, present information to the CoC, and ensure statutory compliance, but the ultimate commercial decisions — including approval of the resolution plan — rest with the CoC. The Court clarified that the RP must act with independence and must not be influenced by any particular creditor.
Why this matters
The resolution professional is the operational backbone of the CIRP. While the CoC makes the ultimate commercial decisions, it is the RP who manages the day-to-day operations of the corporate debtor during insolvency, preserves its assets, conducts the resolution process, and ensures compliance with the Code and its regulations. The quality and competence of the RP directly affects the outcome of the insolvency process — an effective RP can preserve going-concern value, attract viable resolution plans, and maximise recovery for creditors.
For practitioners, understanding the RP's dual accountability is important. The RP is appointed by the CoC but must act independently and impartially. The RP is answerable to the NCLT and the Insolvency and Bankruptcy Board of India (IBBI), which regulates insolvency professionals. The RP must be enrolled as an insolvency professional with an Insolvency Professional Agency (IPA) and is subject to the IBBI (Insolvency Professionals) Regulations, 2016. Professional misconduct by an RP can result in disciplinary proceedings, suspension, or cancellation of registration by IBBI.
A key practical point is that the RP must ensure the corporate debtor's business continues as a going concern during the CIRP. This means managing day-to-day operations, paying current liabilities, maintaining employee relations, and preserving contractual relationships — all while navigating the constraints of the moratorium and the oversight of the CoC.
Related terms
Related professionals:
Key stakeholders:
Broader process:
Frequently asked questions
Who appoints the Resolution Professional?
The Committee of Creditors appoints the RP at its first meeting under Section 22 of the IBC. The CoC may either confirm the interim resolution professional as the RP or replace the IRP with another insolvency professional by a vote of 66% of the voting share.
What qualifications are required to become a Resolution Professional?
A person must be enrolled as an insolvency professional with an Insolvency Professional Agency (IPA) recognised by IBBI. They must have passed the Limited Insolvency Examination conducted by IBBI, possess at least ten years of experience as a chartered accountant, company secretary, cost accountant, advocate, or in a managerial position, and meet the eligibility criteria under the IBBI (Insolvency Professionals) Regulations, 2016.
Can the RP be replaced during the CIRP?
Yes. The CoC may replace the RP at any time during the CIRP by a vote of 66% of the voting share under Section 27. The NCLT may also replace the RP on an application by the CoC or any creditor if the RP fails to perform duties or acts in a manner prejudicial to the interests of the creditors.
What is the RP's liability for misconduct?
The RP is subject to disciplinary proceedings by IBBI and the concerned Insolvency Professional Agency. Penalties include reprimand, restriction or suspension of registration, and cancellation of registration. Under Section 206, the RP may also face criminal penalties for contravening the provisions of the Code.
This entry is part of the Veritect Indian Legal Glossary, a comprehensive reference of Indian legal terminology grounded in statutory text and judicial interpretation.
Last updated: 2026-03-27. Veritect provides this content for informational purposes and does not constitute legal advice.