Section 27: Replacement of Resolution Professional by Committee of Creditors

Section 27 of the Insolvency and Bankruptcy Code, 2016 (IBC) enables the committee of creditors (CoC) to replace a resolution professional during the corporate insolvency resolution process (CIRP). The replacement must follow the statutory procedure, including approval by at least sixty-six percent of voting shares and written consent from the proposed resolution professional in the specified form.

Current Text of Section 27 of the IBC

Meaning and Scope of Section 27

Section 27 provides the statutory mechanism for changing the resolution professional after appointment under section 22. The power is vested in the committee of creditors and may be exercised at any time during CIRP, subject to compliance with the procedure prescribed by the Code.

The provision does not require the CoC to retain the resolution professional throughout CIRP merely because that professional was appointed under section 22. If the required voting majority supports replacement and the other statutory conditions are satisfied, the CoC may resolve to appoint another insolvency professional.

Requirements for Replacement of a Resolution Professional

• CoC decision: The committee of creditors must consider replacement at a meeting.
• Voting threshold: The resolution for replacement requires at least sixty-six percent of the voting shares.
• Proposed professional: The CoC must identify another insolvency professional to act as the resolution professional.
• Written consent: The proposed resolution professional must provide written consent in the specified form.
• Adjudicating Authority: The CoC forwards the proposed insolvency professional's name to the Adjudicating Authority.
• IBBI confirmation: The Adjudicating Authority forwards the proposed name to the Insolvency and Bankruptcy Board of India for confirmation, and appointment is made in the manner laid down in section 16.
• Continuity where disciplinary proceedings are pending: Section 27(5) provides for the existing resolution professional appointed under section 22 to continue until another resolution professional is appointed where disciplinary proceedings are pending against the proposed professional.

Sixty-Six Percent Voting Requirement

The current voting requirement under section 27(2) is sixty-six percent of voting shares. The Insolvency and Bankruptcy Code (Second Amendment) Act, 2018 substituted the earlier seventy-five percent threshold and also incorporated the requirement of written consent from the proposed resolution professional.

The voting requirement concerns the voting shares of the CoC under the statutory framework of the Code. A proposal that does not obtain the prescribed majority does not satisfy the voting requirement in section 27(2).

Written Consent of the Proposed Resolution Professional

Section 27(2) expressly makes replacement subject to written consent from the proposed resolution professional in the specified form. The applicable CIRP regulatory framework prescribes the form and requirements governing such consent. This requirement ensures that the proposed professional has formally agreed to the appointment before the replacement is pursued under section 27.

Role of the Adjudicating Authority and IBBI

After the CoC has resolved to replace the existing resolution professional, section 27(3) requires it to forward the proposed insolvency professional's name to the Adjudicating Authority. For corporate persons, the Adjudicating Authority is governed by section 60 of the IBC and is ordinarily the National Company Law Tribunal having territorial jurisdiction over the place where the registered office of the corporate person is located.

Under section 27(4), the Adjudicating Authority forwards the proposed name to the Board, meaning the Insolvency and Bankruptcy Board of India, for confirmation. The resolution professional is then appointed in the same manner as laid down in section 16.

Relationship with Sections 22 and 23

Section 22 governs appointment of the resolution professional by the committee of creditors following constitution of the CoC. Section 23 provides for the resolution professional to conduct the CIRP and manage the operations of the corporate debtor, subject to section 27. Section 27 therefore supplies the mechanism by which the CoC can replace the professional who is conducting the process.

Related IBC Provisions

Official Legal Resources

For the authoritative legislation and amendments, refer to the IBBI Acts page. Current CIRP regulations, notifications, circulars and other instruments are available through the IBBI Legal Framework. Information about insolvency professionals and the regulatory framework is available on the official IBBI website.

Last updated: 30 September 2026. This article provides general legal information. The Code, applicable regulations, notifications and judicial decisions should be checked for the facts of a particular matter.