RP vs Liquidator vs Bankruptcy Trustee under IBC

The same insolvency professional may act in very different roles under the Code. As a resolution professional, he runs a company and conducts a process aimed at its rescue; as a liquidator, he realises a company's assets; as a bankruptcy trustee, he takes over an individual's estate. The 2026 Amendment drew a firmer line between the first two roles. This note compares the three offices.

1. The Three Offices Compared

Figure 1: Resolution professional, liquidator and bankruptcy trustee

Figure 2: When each office operates

2. The Resolution Professional

• Appointment. The NCLT appoints an interim resolution professional on admission (section 16); the committee of creditors at its first meeting confirms him or appoints another as resolution professional by 66 per cent (section 22)
• Powers. The management of the corporate debtor vests in him, and the board's powers are suspended (section 17); he runs the company as a going concern and conducts the CIRP (Topics 29 and 30)
• Duties. Section 25 requires him to preserve and protect assets, represent the corporate debtor, raise interim finance, maintain the list of claims, convene committee meetings, prepare the information memorandum, invite resolution plans, present compliant plans to the committee, and file avoidance applications.
• Limits. Certain actions need prior approval of the committee by 66 per cent under section 28; he has no adjudicatory power, as Swiss Ribbons (2019) emphasised, and his decisions on claims are administrative.
• Replacement. The committee may replace him at any time by 66 per cent under section 27.

3. The Liquidator

• Appointment. After 2026, the NCLT appoints the liquidator on the IBBI's recommendation, and the resolution professional who conducted the CIRP cannot be appointed (section 34(1) and (4)); in voluntary liquidation, the members appoint him (Topic 60)
• Powers. The powers of the board and key managerial personnel vest in him (section 34(2)); he takes custody of assets, carries on the business for beneficial liquidation, sells assets, verifies and admits claims, and pursues avoidance and section 66 proceedings (section 35)
• The estate. He holds the liquidation estate as a fiduciary for all creditors (section 36) and distributes it under section 53.
• Supervision and replacement. After 2026, he acts under the supervision of the committee of creditors, which may replace him by 66 per cent (sections 21(11), 35(2) and 34A; Topic 54)
• Adjudicatory element. Unlike the resolution professional, his decisions admitting or rejecting claims are appealable to the NCLT within 14 days (section 42)

4. The Bankruptcy Trustee

• Appointment. The IBBI confirms the trustee proposed in the bankruptcy application or nominates one, and the adjudicating authority appoints him (section 125)
• Vesting. The bankrupt's estate vests in him immediately on appointment, without any conveyance (section 154), which is stronger than a liquidator's custody.
• Functions. To investigate the bankrupt's affairs, realise the estate and distribute it under section 178 (section 149), with powers to sue, sell, compromise and disclaim onerous property.
• Replacement. The committee of creditors may seek his replacement by 75 per cent of voting share.
• Discharge. He applies for the bankrupt's discharge after one year or on completion (section 138; Topic 70)

5. What They Share

Figure 3: Common features of the three offices

All three must be insolvency professionals enrolled with an agency and registered with the IBBI, holding an authorisation for assignment. All are bound by the code of conduct under section 208, including integrity, independence and reasonable care, and must not take up assignments where they have a conflict of interest. All are subject to inspection, investigation and discipline by the IBBI's disciplinary committees, with appeal to the NCLAT, and to offences for deliberate contravention of the Code (Topic 75).

6. Frequently Asked Questions

Can the resolution professional decide disputed claims finally?

No. His role in collating claims is administrative; disputes go to the NCLT. A liquidator's decision on claims is appealable to the NCLT under section 42.

Can a resolution professional become liquidator of the same company after 2026?

No. Section 34(4) bars the resolution professional who conducted the CIRP from being appointed liquidator.

In which office do the debtor's assets vest in the professional?

In bankruptcy, the estate vests in the trustee under section 154. A liquidator holds the liquidation estate as a fiduciary, and a resolution professional manages the company's assets without owning them.

What majority replaces each professional?

Sixty-six per cent of the committee for a resolution professional and, after 2026, for a liquidator; seventy-five per cent of the committee for a bankruptcy trustee.

7. Related Topics

• Topic 29: Resolution Professional. Appointment and duties.
• Topic 54: The Liquidator. Appointment, powers and duties.
• Topic 70: Bankruptcy Order and Trustee. The trustee in detail.