Resolution Professional (IBC)
A Resolution Professional (RP) is an insolvency professional licensed by the Insolvency and Bankruptcy Board of India (IBBI) who manages the Corporate Insolvency Resolution Process (CIRP), takes control of the corporate debtor, and facilitates the formulation and approval of a resolution plan.
The institution of the Resolution Professional was a conceptual cornerstone of the IBC's creditor-in-control model, departing radically from the debtor-in-possession approach that characterised earlier Indian insolvency law under BIFR. Under IBC, once the NCLT admits a CIRP application, control of the corporate debtor shifts to the RP, who displaces the existing board of directors and management for the duration of the insolvency process.
The CIRP begins with the appointment of an Interim Resolution Professional (IRP) by the NCLT on the recommendation of the financial creditor (or the IBBI in creditor-absent scenarios). The IRP manages the company for the initial phase — typically the first 30 days — before the Committee of Creditors votes to confirm the IRP as RP or appoint a different insolvency professional. The RP must be registered with one of the Insolvency Professional Agencies (IPAs) recognised by the IBBI.
The RP's functions are extensive. In the management role, the RP takes custody of all assets, books of accounts, and records; convenes and manages CoC meetings; publishes information memoranda inviting resolution applicants; evaluates resolution plans; and files compliance reports with the NCLT. The RP has powers to avoidance transactions — investigating and reversing preferential transactions, undervalued transactions, and fraudulent or extortionate transactions entered into during the look-back period (typically 2 years for preferential transactions with related parties).
The RP's fee is approved by the CoC as part of the insolvency resolution process costs (IRPC), which are accorded priority in the Section 53 waterfall for payment. Resolution professionals typically charge fees based on asset size and case complexity; fees in large cases have ranged from a few crore rupees to tens of crore rupees for multi-year, complex corporate resolutions.
Voting in the CoC is weighted by the outstanding debt of each financial creditor. The RP does not vote but plays a critical facilitation role in navigating competing creditor interests, evaluating the eligibility of resolution applicants under Section 29A (which disqualifies promoters of bankrupt companies, persons convicted of financial crimes, and related parties from bidding), and ensuring the resolution plan maximises value for creditors.
The IBBI maintains a public register of insolvency professionals and periodically issues guidelines on conduct, fee structures, and quality standards. High-profile IBC cases have occasionally drawn scrutiny on RP conduct — whether RPs were truly independent of the nominating creditor, whether information memoranda were sufficiently detailed to attract competitive bids, and whether asset management during CIRP preserved or eroded enterprise value.