Section 28 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 28 draws a line around the resolution professional's powers. During the corporate insolvency resolution process, thirteen kinds of action cannot be taken without the prior approval of the committee of creditors, approval needs sixty-six per cent. of the voting shares, and an action taken without it is void. 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 28.
The resolution professional shall not raise interim finance above an amount fixed by the committee, create security interest, change the capital structure, record a change in ownership interest, give large debit instructions, undertake any related party transaction, amend constitutional documents, delegate authority, dispose of shareholders' shares, change management, transfer rights under material contracts outside the ordinary course, change key personnel or change auditors without prior approval. Approval needs sixty-six per cent. of the voting shares; an unapproved action is void.
Sub-section (1): the thirteen actions
Section 28(1) begins "Notwithstanding anything contained in any other law for the time being in force, the resolution professional, during the corporate insolvency resolution process, shall not take any of the following actions without the prior approval of the committee of creditors".
| Clause | Action requiring prior approval |
|---|---|
| (a) | raise any interim finance in excess of the amount as may be decided by the committee of creditors in their meeting |
| (b) | create any security interest over the assets of the corporate debtor |
| (c) | change the capital structure of the corporate debtor, including by way of issuance of additional securities, creating a new class of securities or buying back or redemption of issued securities in case the corporate debtor is a company |
| (d) | record any change in the ownership interest of the corporate debtor |
| (e) | give instructions to financial institutions maintaining accounts of the corporate debtor for a debit transaction from any such accounts in excess of the amount as may be decided by the committee of creditors in their meeting |
| (f) | undertake any related party transaction |
| (g) | amend any constitutional documents of the corporate debtor |
| (h) | delegate its authority to any other person |
| (i) | dispose of or permit the disposal of shares of any shareholder of the corporate debtor or their nominees to third parties |
| (j) | make any change in the management of the corporate debtor or its subsidiary |
| (k) | transfer rights or financial debts or operational debts under material contracts otherwise than in the ordinary course of business |
| (l) | make changes in the appointment or terms of contract of such personnel as specified by the committee of creditors |
| (m) | make changes in the appointment or terms of contract of statutory auditors or internal auditors of the corporate debtor |
Two clauses depend on amounts the committee itself fixes: clause (a) for interim finance and clause (e) for debits from accounts. Clause (f) uses "related party", defined in section 5(24); see the related party article. "Security interest" in clause (b) is defined in section 3(31); see the section 3 article. The words "Notwithstanding anything contained in any other law" give the rule priority over other laws.
A lender or creditor who wants a proposed action tested against this list before it goes to a vote can ask for a legal consultation.
Sub-sections (2) to (5): process, vote, consequence and report
- (2) "The resolution professional shall convene a meeting of the committee of creditors and seek the vote of the creditors prior to taking any of the actions under sub-section (1)."
- (3) "No action under sub-section (1) shall be approved by the committee of creditors unless approved by a vote of sixty-six per cent. of the voting shares."
- (4) "Where any action under sub-section (1) is taken by the resolution professional without seeking the approval of the committee of creditors in the manner as required in this section, such action shall be void."
- (5) "The committee of creditors may report the actions of the resolution professional under sub-section (4) to the Board for taking necessary actions against him under this Code."
Sub-section (3) sets the vote at sixty-six per cent., higher than the fifty-one per cent. default in section 21(8). Meetings and notice are governed by section 24.
Example. Chawla Foods Private Limited is in the process. Its resolution professional wishes to sell the shares held by a minority shareholder's nominee to a third party (clause i) and to engage a new statutory auditor (clause m). He convenes the committee, which approves each item by sixty-six per cent. of the voting shares. Had he completed the share transfer without a vote, that action would be void under sub-section (4), and the committee could report it to the Board under sub-section (5).
How section 28 differs from section 20 and links to section 25
The interim resolution professional's authority in section 20 is stated without a committee vote, and its proviso to clause (c) deals with consent of creditors whose debt is secured over encumbered property. Section 28 speaks of the resolution professional and requires committee approval for listed actions. Section 25(2)(c) makes the resolution professional's raising of interim finances "subject to the approval of the committee of creditors under section 28"; see the section 25 article.
Section 28A, inserted by the 2026 Act
The Amendment Act, 2026 (No. 6 of 2026) inserts section 28A, which deals with the transfer of assets of a personal guarantor or corporate guarantor during the corporate insolvency resolution process, with prior approval of the committee of creditors. Our post on section 28A explains it. Section 28 itself is not amended. 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 section 28A has been notified.
Who should watch these limits
- Resolution professionals need a documented vote before any listed action.
- Committee members decide the amounts in clauses (a) and (e), and the personnel in clause (l).
- Promoters and directors should note clauses (c), (d), (g), (i) and (j), which touch ownership, capital and management.
- Counterparties dealing with a resolution professional on a listed action should ask for evidence of the approval, since an unapproved action is void.
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. 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 a committee approval?
A missing or defective approval can make an action void. A legal consultation can help a resolution professional, a creditor or a counterparty check the action, the vote and the record.
Key takeaways
- Thirteen listed actions need the committee's prior approval.
- Approval needs sixty-six per cent. of the voting shares.
- An action taken without the required approval is void.
- The committee may report the resolution professional to the Board.
- Section 28 is not amended by the 2026 Act; new section 28A is inserted.
Read next
- Section 29: information memorandum
- Section 25: duties of the resolution professional
- Section 24: meetings of the committee of creditors
- Duties of the IRP and RP under sections 17, 20 and 25
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.