Insolvency and Bankruptcy Code 2016 / Section 29

Section 29: Preparation of Information Memorandum under the Insolvency and Bankruptcy Code 2016

Section 29 of the Insolvency and Bankruptcy Code, 2016 requires the resolution professional to prepare an information memorandum containing the information needed for formulation of a resolution plan and regulates access to that information by a resolution applicant.

Law: Insolvency and Bankruptcy Code, 2016 Topic: Corporate Insolvency Resolution Process Updated: 30 September 2026

Text of Section 29 - Preparation of Information Memorandum

(1) The resolution professional shall prepare an information memorandum in such form and manner containing such relevant information as may be specified by the Board for formulating a resolution plan.

(2) The resolution professional shall provide to the resolution applicant access to all relevant information in physical and electronic form, provided such resolution applicant undertakes-

(a) to comply with provisions of law for the time being in force relating to confidentiality and insider trading;

(b) to protect any intellectual property of the corporate debtor it may have access to; and

(c) not to share relevant information with third parties unless clauses (a) and (b) of this sub-section are complied with.

Explanation.- For the purposes of this section, "relevant information" means the information required by the resolution applicant to make the resolution plan for the corporate debtor, which shall include the financial position of the corporate debtor, all information related to disputes by or against the corporate debtor and any other matter pertaining to the corporate debtor as may be specified.

Meaning and Purpose of Section 29

An information memorandum is the memorandum prepared by the resolution professional under Section 29(1). Its function is to place relevant information about the corporate debtor before eligible resolution applicants so that they can evaluate the business, assets, liabilities, claims, disputes and other material matters and formulate a resolution plan on an informed basis.

The provision therefore combines two obligations. First, the resolution professional must prepare the information memorandum in the form and manner specified by the Insolvency and Bankruptcy Board of India. Second, access to relevant information must be given to a resolution applicant subject to the safeguards stated in Section 29(2).

Section 25(2)(g) separately identifies preparation of the information memorandum in accordance with Section 29 as one of the statutory duties of the resolution professional.

Regulation 36 and Contents of the Information Memorandum

Section 29 operates with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Regulation 36 prescribes the information-memorandum framework and the particulars to be disclosed for the corporate debtor. The applicable requirements should always be checked against the latest amended CIRP Regulations published by IBBI.

In practical terms, the information memorandum is intended to give a prospective resolution applicant a sufficiently reliable picture of the corporate debtor. Depending on the applicable version of the regulations and the facts of the CIRP, the prescribed information includes material relating to assets and liabilities, financial statements and financial position, creditors and claims, guarantees, employees and workmen, material litigation or disputes, related-party matters and other information specified under the regulatory framework.

Important: The Code supplies the statutory obligation, while Regulation 36 supplies detailed regulatory requirements for the information memorandum. A CIRP professional should therefore read Section 29 together with the current CIRP Regulations, applicable IBBI circulars and any case-specific directions of the Adjudicating Authority.

Confidentiality, Insider Trading and Intellectual Property

Access under Section 29(2) is not unconditional. A resolution applicant receiving relevant information must undertake to comply with applicable law concerning confidentiality and insider trading, protect intellectual property of the corporate debtor, and refrain from sharing relevant information with third parties unless the statutory safeguards are observed.

These protections are significant because an information memorandum may contain commercially sensitive financial data, contractual information, intellectual property, details of disputes and other non-public information. The resolution professional should therefore manage access consistently with Section 29, the CIRP Regulations and other applicable law.

Disclosure of Carry Forward Losses in the Information Memorandum

IBBI Circular No. IBBI/CIRP/83/2025 dated 17 March 2025 directs insolvency professionals to include a dedicated section in the information memorandum dealing with carry forward losses under the Income-tax Act, 1961.

The disclosure is to prominently cover the quantum of available carry forward losses, their breakdown under the relevant heads, the applicable time limits for utilisation and, where no such losses are available, an express statement to that effect.

This disclosure is intended to give prospective resolution applicants a fuller understanding of the financial position of the corporate debtor when formulating a viable resolution plan.