Sections 22 and 23 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.
Section 22 gives the committee of creditors its first big decision: keep the interim resolution professional as the resolution professional, or replace the interim resolution professional with another one. Section 23 then says what the resolution professional does and what the interim resolution professional must hand over. This article reads them as per the IBBI consolidated text of the Code amended up to 12 August 2021 and then covers the one change the Insolvency and Bankruptcy Code (Amendment) Act, 2026 makes, in section 22(3)(a).
The first meeting of the committee of creditors must be held within seven days of its constitution. By a vote of not less than sixty-six per cent. of the voting share, it either continues the interim resolution professional (with a written consent) or replaces him by an application to the Adjudicating Authority, which sends the name to the Board for confirmation. If the Board does not confirm within ten days, the interim resolution professional continues. The resolution professional then conducts the entire process.
Section 22: the first meeting and the choice
| Sub-section | Rule |
|---|---|
| (1) | The first meeting of the committee of creditors shall be held within seven days of the constitution of the committee |
| (2) | The committee, in the first meeting, by a majority vote of not less than sixty-six per cent. of the voting share of the financial creditors, either resolves to appoint the interim resolution professional as a resolution professional or to replace the interim resolution professional by another resolution professional |
| (3)(a) | To continue the interim resolution professional, subject to a written consent from him in the specified form, the committee communicates its decision to the interim resolution professional, the corporate debtor and the Adjudicating Authority |
| (3)(b) | To replace, the committee files an application before the Adjudicating Authority for appointment of the proposed resolution professional, along with a written consent from the proposed resolution professional in the specified form |
| (4) | The Adjudicating Authority forwards the proposed name to the Board for confirmation and makes the appointment after confirmation by the Board |
| (5) | If the Board does not confirm within ten days of receipt of the name, the Adjudicating Authority shall by order direct the interim resolution professional to continue until the Board confirms |
The committee is built under section 21, and the seven-day clock in section 22(1) runs from its constitution. The vote in sub-section (2) is sixty-six per cent. of the voting share of the financial creditors; the general rule in section 21(8) is fifty-one per cent., and section 22(2) is one of the places where the Code sets a higher figure ("save as otherwise provided"). Meetings are conducted under section 24.
Example. The committee of creditors of Mistry Pharma Limited meets on the fifth day after its constitution. Financial creditors holding seventy per cent. of the voting share vote to replace the interim resolution professional with an insolvency professional who has given written consent. The committee files an application before the Adjudicating Authority, which forwards the name to the Board. If the Board has not confirmed in ten days of receiving the name, the Authority orders the interim resolution professional to continue as resolution professional until the Board does.
A creditor planning how to vote at this first meeting can raise the questions in a legal consultation.
What the Amendment Act, 2026 changes in section 22
Section 14 of the Amendment Act, 2026 (No. 6 of 2026) amends section 22(3)(a).
| As printed in the consolidated text | After the 2026 Act |
|---|---|
| "...it shall communicate its decision to the interim resolution professional, the corporate debtor and the Adjudicating Authority" | These words are substituted by: "such person shall be deemed to be appointed as the resolution professional from the date of such resolution, and this decision shall be communicated to the interim resolution professional, the corporate debtor, and the Board" |
Two differences appear on the face of the words: the continuing professional is "deemed to be appointed as the resolution professional from the date of such resolution", and the communication goes to the Board instead of the Adjudicating Authority. The Amendment Act, 2026 comes into force on the date or dates the Central Government notifies; the notification is not in the texts consulted, so check whether this change has been notified.
Section 23: who conducts the process
Section 23(1): "Subject to section 27, the resolution professional shall conduct the entire corporate insolvency resolution process and manage the operations of the corporate debtor during the corporate insolvency resolution process period". The proviso adds that the resolution professional "shall continue to manage the operations of the corporate debtor after the expiry of the corporate insolvency resolution process period, until an order approving the resolution plan under sub-section (1) of section 31 or appointing a liquidator under section 34 is passed by the Adjudicating Authority."
Section 23(2): the resolution professional "shall exercise powers and perform duties as are vested or conferred on the interim resolution professional under this Chapter". So the interim resolution professional's powers in section 17 and duties in section 18 pass to the resolution professional.
Section 23(3): "In case of any appointment of a resolution professional under sub-sections (4) of section 22, the interim resolution professional shall provide all the information, documents and records pertaining to the corporate debtor in his possession and knowledge to the resolution professional." The text prints "sub-sections (4)", a plural slip; it is quoted as printed.
Replacement during the process, by the committee's vote, is in section 27; see the sections 26 and 27 article. The role of the resolution professional is covered more broadly in the site's posts on the interim resolution professional.
Who is affected
- Financial creditors decide, by sixty-six per cent. of the voting share, who runs the process.
- The interim resolution professional must consent in writing to continue, or hand over everything to a successor.
- The Board confirms the proposed name; the Code gives it ten days before the interim resolution professional continues by order.
- The corporate debtor is told of the committee's decision.
Rules, regulations and later texts
The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 implement the process; the copy consulted is amended up to 09-06-2026 as printed under its title. Amendments and notifications made after 12 August 2021, other than the Amendment Act, 2026, are not in the texts consulted and should be checked.
Need help with the first meeting of the committee?
Vote counting, consents and the Board step are easy to get wrong in a short window. A legal consultation can help you check the voting share, the consent form and the sequence before the meeting is held.
Key takeaways
- The first meeting of the committee must be held within seven days of its constitution.
- Not less than sixty-six per cent. of the voting share decides whether to continue or replace the interim resolution professional.
- Replacement goes through the Adjudicating Authority and the Board; if the Board does not confirm within ten days, the interim resolution professional continues.
- The resolution professional conducts the entire process and has the interim resolution professional's powers and duties.
- The 2026 Act makes the continuing professional "deemed to be appointed" from the date of the resolution; check if notified.
Read next
- Section 24: meetings of the committee of creditors
- Sections 26 and 27: replacement of the resolution professional
- Section 25: duties of the resolution professional
- Interim resolution professional appointment under section 16
Disclaimer: Based on the IBBI consolidated text of the Insolvency and Bankruptcy Code, 2016 amended up to 12 August 2021 and on the Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026), which comes into force on the date or dates notified by the Central Government, as consulted on 2 October 2026. It explains the words of the statute only; commencement notifications, other amendments made after 12 August 2021, notified thresholds, the rules and IBBI regulations, and the way tribunals and courts apply these sections should be checked. This article is general information, not legal advice; check the official text before acting.