Committee of Creditors Under IBC
Financial creditors only, voting by debt share. Most CoC questions are arithmetic once you know the right threshold.
The committee of creditors (CoC) is the decision-maker of a CIRP. It is formed by the interim resolution professional once claims are collated (s. 21(1)), it is made up of the corporate debtor's financial creditors, and each member votes in proportion to the financial debt owed to it.
The CoC picks the resolution professional, approves major actions during the process, and accepts or rejects resolution plans. In Essar Steel (2019) the Supreme Court held that its commercial decisions on a plan are not open to review by the NCLT or NCLAT on their merits; the tribunals check legal compliance, not business judgement.
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Who Sits on the CoC
- check_circleAll financial creditors of the corporate debtor (s. 21(2)).
- check_circleNot a financial creditor that is a related party of the corporate debtor. The exception is a regulated financial creditor that became a related party only by converting debt into equity before the insolvency commencement date (provisos to s. 21(2)).
- check_circleEach consortium lender separately, with a vote based on its own debt (s. 21(3)).
- check_circleLarge classes, such as homebuyers or deposit holders, vote through an authorised representative, an insolvency professional appointed by the NCLT (s. 21(6A)(b)). The representative votes on the instructions of more than 50% of the voting share of those in the class who vote (s. 25A(3A)), except on a s. 12A withdrawal, where each creditor's own instruction is followed.
- check_circleAttending without a vote: members of the suspended board, and one representative of operational creditors if their aggregate dues are at least 10% of the debt (s. 24(3), (4)). The resolution applicant may attend when its plan is considered, but votes only if it is also a financial creditor (s. 30(5)).
CoC Voting Thresholds
Percentages are of voting share. The 51% default applies unless the Code says otherwise (s. 21(8)).
Any decision not given a different threshold
Vote needed
51%
Section
s. 21(8)
Appoint the IRP as RP, or replace the IRP
Vote needed
66%
Section
s. 22(2)
Replace the RP during the CIRP
Vote needed
66%
Section
s. 27(2)
Approve actions listed in s. 28(1) (interim finance above the limit, creating security, related party transactions, change in management, and others)
Vote needed
66%
Section
s. 28(3)
Instruct the RP to seek extension beyond 180 days
Vote needed
66%
Section
s. 12(2)
Approve a resolution plan
Vote needed
66%
Section
s. 30(4)
Decide to liquidate
Vote needed
66%
Section
s. 33(2)
Approve withdrawal of the CIRP
Vote needed
90%
Section
s. 12A
| Decision | Vote needed | Section |
|---|---|---|
| Any decision not given a different threshold | 51% | s. 21(8) |
| Appoint the IRP as RP, or replace the IRP | 66% | s. 22(2) |
| Replace the RP during the CIRP | 66% | s. 27(2) |
| Approve actions listed in s. 28(1) (interim finance above the limit, creating security, related party transactions, change in management, and others) | 66% | s. 28(3) |
| Instruct the RP to seek extension beyond 180 days | 66% | s. 12(2) |
| Approve a resolution plan | 66% | s. 30(4) |
| Decide to liquidate | 66% | s. 33(2) |
| Approve withdrawal of the CIRP | 90% | s. 12A |
Meetings and Voting
The first meeting must be held within 7 days of the IRP filing the report certifying the CoC's constitution (reg. 17(2)). After each meeting the RP circulates minutes within 48 hours and takes the votes of members who did not vote at the meeting by electronic voting, kept open for a period the CoC decides: at least 24 hours and at most 7 days (reg. 25(5)).
An action listed in s. 28(1) taken without prior CoC approval is void (s. 28(4)), and the CoC may report the RP to IBBI (s. 28(5)).
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What the 2026 Amendment Added
In force from 26 May 2026. Not part of the exam's cut-off law.
| Change | Section |
|---|---|
| Voting share is now measured against the financial debt owed to CoC members who are eligible to vote, not all financial debt | s. 5(28) |
| The CoC continues into liquidation and supervises the liquidator | s. 21(11) |
| The CoC may replace the liquidator by 66% | s. 34A |
| The CoC may apply by 66% to restore a failed CIRP once, for up to 120 days | s. 33(1A) |
| Withdrawal under s. 12A is now applied for by the RP, and only between CoC constitution and the first invitation for resolution plans | s. 12A |
How the Limited Insolvency Examination Tests This
Case studies hand you a creditor table and a vote. Say three banks hold 50%, 30% and 20% of the voting share. Banks A and C together (70%) can approve a plan, replace the RP or decide to liquidate; B and C together (50%) cannot, so bank A alone can block every 66% decision. A withdrawal needs all three, because no two of them reach 90%. You are asked whether a resolution passed and who could have stopped it.
Two traps recur. First, using 75%, the threshold before the 2018 amendment that many older books still print. Second, letting operational creditors vote. Check the threshold section by section; most CoC questions are arithmetic once the right percentage is fixed.
FAQs
Who are the members of the committee of creditors?expand_more
All financial creditors of the corporate debtor, except financial creditors that are related parties. Operational creditors are not members, though one representative may attend without a vote if their dues are at least 10% of the debt.
What percentage of CoC vote is needed to approve a resolution plan?expand_more
At least 66% of the voting share of financial creditors (section 30(4)).
What CoC vote is required to withdraw a CIRP?expand_more
90% of the voting share, under section 12A. Since 26 May 2026 the application is made by the resolution professional, after the CoC is constituted and before the first invitation for resolution plans.
Can the NCLT overturn the CoC's commercial decision?expand_more
Not on its commercial merits. Essar Steel held that the tribunals review whether a plan meets the legal requirements of section 30(2), not whether the CoC made a good business choice.
Next steps
- FC vs OCarrow_forward
- Resolution Planarrow_forward
- IRP vs RParrow_forward
- Essar Steel casearrow_forward
65 questions, case-study format, negative marking.