Section 25A 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.
Many financial creditors, such as depositors and debenture holders, are too numerous to sit on the committee of creditors one by one. They act through an authorised representative. Section 25A says what that representative may do and must do: vote on the creditors' prior instructions, circulate the agenda and minutes, file the instructions with the committee, and abstain for creditors who give none. This article reads it as per the IBBI consolidated text of the Code amended up to 12 August 2021. The Insolvency and Bankruptcy Code (Amendment) Act, 2026 does not amend section 25A.
The authorised representative under section 21(6), 21(6A) or 24(5) may participate and vote in committee meetings for the creditors he represents, in accordance with their prior voting instructions. He must circulate the agenda and minutes, must not act against their interest, must abstain for any creditor who gave no prior instructions, and must file the instructions with the committee. For section 21(6A) representatives, the vote is cast by a more-than-fifty-per-cent. decision of those who vote, except on a section 12A application.
Who is an authorised representative
Section 25A applies to "the authorised representative under sub-section (6) or sub-section (6A) of section 21 or sub-section (5) of section 24". These are, in the language of those sections, a trustee or agent acting for financial creditors in a consortium or syndicate, a trustee or agent for securities or deposits, an insolvency professional appointed for a large class, a guardian, executor or administrator, and an insolvency professional appointed by a single creditor under section 24(5). See our articles on section 21 and section 24. A trustee or agent unsure which category it falls in can ask for a legal consultation before the first meeting.
Sub-section (1): the right to participate and vote
The authorised representative "shall have the right to participate and vote in meetings of the committee of creditors on behalf of the financial creditor he represents in accordance with the prior voting instructions of such creditors obtained through physical or electronic means."
Sub-section (2): circulate agenda and minutes
"It shall be the duty of the authorised representative to circulate the agenda and minutes of the meeting of the committee of creditors to the financial creditor he represents."
Sub-section (3): act on instructions
"The authorised representative shall not act against the interest of the financial creditor he represents and shall always act in accordance with their prior instructions". Two provisos follow.
- If the authorised representative represents several financial creditors, "he shall cast his vote in respect of each financial creditor in accordance with instructions received from each financial creditor, to the extent of his voting share". So the representative may split his vote.
- If any financial creditor "does not give prior instructions through physical or electronic means, the authorised representative shall abstain from voting on behalf of such creditor."
Sub-section (3A): the majority rule for section 21(6A) representatives
Sub-section (3A) opens "Notwithstanding anything to the contrary contained in sub-section (3)". The authorised representative under section 21(6A) "shall cast his vote on behalf of all the financial creditors he represents in accordance with the decision taken by a vote of more than fifty per cent. of the voting share of the financial creditors he represents, who have cast their vote". The proviso carves out one case: "for a vote to be cast in respect of an application under section 12A, the authorised representative shall cast his vote in accordance with the provisions of sub-section (3)". So for a section 12A application, the instruction-by-instruction rule in sub-section (3) applies, not the majority rule. Section 12A is substituted by the Amendment Act, 2026; our live post on section 12A discusses it, and the new text should be read from the Act.
Sub-section (4) and the Explanation: filing instructions
"The authorised representative shall file with the committee of creditors any instructions received by way of physical or electronic means, from the financial creditor he represents, for voting in accordance therewith, to ensure that the appropriate voting instructions of the financial creditor he represents is correctly recorded by the interim resolution professional or resolution professional, as the case may be." The Explanation says "electronic means" shall be such as may be specified.
The two voting models side by side
| Representative | How the vote is cast |
|---|---|
| Under section 21(6), 21(6A) or 24(5), general rule (sub-section 3) | Each creditor's vote in accordance with that creditor's prior instructions, to the extent of his voting share; abstain where no instruction |
| Under section 21(6A) (sub-section 3A) | In accordance with the decision taken by a vote of more than fifty per cent. of the voting share of the creditors represented who have cast their vote |
| Section 21(6A) representative on a section 12A application | Back to sub-section (3): instruction-by-instruction |
Example. Trustee Fidelis Services acts as authorised representative for 800 debenture holders under section 21(6A). At a committee meeting, 500 holders (by voting share) cast their vote on a resolution; 320 of those vote in favour and 180 against. Under sub-section (3A) the representative casts the entire block in favour. If the vote were instead on a section 12A application, the representative must follow each holder's own instruction and abstain for holders who gave none.
Representatives and creditors should keep a clear record of instructions, votes and minutes.
Remuneration and related points
Remuneration of authorised representatives is dealt with in section 21(6B) (see the section 21 article above). The Board may specify the manner of voting and determining voting share under section 21(7). The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 carry the specified detail; the copy consulted is amended up to 09-06-2026 as printed under its title.
The Amendment Act, 2026 (No. 6 of 2026) does not change section 25A, though it substitutes section 12A, to which section 25A(3A) refers. 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 that change has been notified. 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 as an authorised representative or a represented creditor?
Representatives owe duties to the creditors they represent, and creditors rely on the record. Our team can help with instruction forms, vote records and disputes about a vote through a legal consultation.
Key takeaways
- An authorised representative votes on the prior instructions of the creditors he represents.
- He must circulate agenda and minutes and file the instructions with the committee.
- If a creditor gives no prior instructions, he abstains for that creditor.
- A section 21(6A) representative votes by a more-than-fifty-per-cent. decision of those who vote, except on a section 12A application.
- Section 25A is not amended by the 2026 Act.
Read next
- Section 21: committee of creditors
- Section 24: meetings of the committee of creditors
- Sections 26 and 27: replacement of the resolution professional
- Constituting a legally robust committee of creditors
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.