Regulation 39 Amendments explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The amended Regulation 39 tightens the closing stage of a CIRP: the RP files the compliance certificate within 30 days of CoC approval, the Adjudicating Authority must pass its order within 30 days of receipt with reasons for any delay, at least one plan must offer resolution as a going concern where multiple plans are received, and the CoC must record its deliberations.
The four Regulation 39 changes
| Provision | What it now requires |
|---|---|
| Regulation 39(4), amended | The RP must submit the compliance certificate within 30 days of the plan's approval by the CoC — changed from 15 days. The Adjudicating Authority must pass its order within 30 days of receipt, with reasons recorded for any delay |
| Regulation 39(3D), new | Where multiple resolution plans are received, at least one plan must provide for resolution as a going concern |
| Regulation 39(3)(b), amended | The CoC must record its deliberations on feasibility, viability, expected recovery against fair and liquidation values, and adequacy of market discovery |
The 30-day pair
The Regulation 39 amendments create a defined path from CoC approval to tribunal order: 30 days for the RP's compliance certificate, then 30 days for the Adjudicating Authority's order.
The extension of the RP's period from 15 to 30 days is a recognition that certifying a plan's compliance is substantive work, not a formality. The 30-day judicial limit, with reasons recorded for any delay, is the same comply-or-explain architecture the 2026 amendment applies to admission under sections 7, 9 and 10 and to orders under sections 31 and 33.
The going concern requirement
New Regulation 39(3D) provides that where multiple resolution plans are received, at least one plan must provide for resolution as a going concern. ICAI's explanation of the purpose: it ensures that the CoC always has a going concern option on the table.
The requirement addresses a specific outcome the Code is designed to avoid. Where every plan received proposes an asset-wise realisation, the committee's choice is effectively between forms of break-up — and the preference for resolution over liquidation that runs through the Code has nothing to operate on.
Two practical consequences:
- The RP's invitation and evaluation process has to be capable of producing at least one going concern plan, which affects how the opportunity is marketed.
- The section 5(26) widening — that a resolution plan expressly includes the sale of one or more assets — now sits alongside a requirement that asset-wise plans cannot be the only option presented.
Recorded deliberations under Regulation 39(3)(b)
The CoC must record its deliberations on four matters:
- Feasibility — whether the plan can be implemented.
- Viability — whether the business can sustain the structure proposed.
- Expected recovery vis-à-vis fair and liquidation values — the comparison against both benchmarks.
- Adequacy of market discovery, including whether a challenge process or re-invitation of plans was conducted.
This converts into a documentation obligation what was previously left to the doctrine of commercial wisdom. The committee remains free to decide; it must now show that it considered the right things.
It also aligns with the ICAI guidance on CoC functioning — that approval should not merely look at the amount offered but examine whether the plan can be implemented and whether the business can generate sufficient operating performance to sustain itself, testing projections, assumptions, cash flows and repayment schedules with the rigour a lender applies to a credit proposal.
Market discovery — the item most often thin
Of the four, adequacy of market discovery is the one committees are least practised at recording. The regulation names the evidence: whether a challenge process or re-invitation of plans was conducted. A record that simply notes the plans received does not address whether the market was adequately tested.
How this fits the wider 2026 timeline reform
- Admission — 14 days under sections 7, 9 and 10.
- Orders under sections 31 and 33 — 30-day outer limit.
- Regulation 39(4) — 30 days for the compliance certificate, 30 days for the order.
- NCLAT — three months to dispose of appeals.
- CoC — a statutory Code of Conduct and mandatory decision timelines.
The Regulation 39 amendments are the part of that architecture that governs the last stage, where a plan approved by creditors waits for confirmation.
Compliance checklist
- Diarise 30 days from CoC approval for the compliance certificate.
- Track the 30-day order period and obtain the recorded reasons for any delay.
- Design the invitation so at least one going concern plan is achievable.
- Minute CoC deliberations on all four Regulation 39(3)(b) matters.
- Record the market discovery steps — challenge process or re-invitation.
- Present fair and liquidation value comparisons in the evaluation.
Common mistakes
- Working to the old 15-day compliance certificate period.
- Receiving only asset-wise plans and having no going concern option.
- Minuting the vote without the four deliberation matters.
- Leaving market discovery unevidenced.