The Committee of Creditors (CoC) Under the IBC: Powers and Voting (2026)
How the Committee of Creditors (CoC) is formed under Section 21 of the Insolvency and Bankruptcy Code, 2016, who sits on it, the 66% and 51% voting thresholds, and its commercial-wisdom powers. Last verified October 2026.
Explainer · Insolvency · IBC
The Committee of Creditors (CoC) is the decision-making engine of a corporate insolvency under the Insolvency and Bankruptcy Code, 2016 (IBC). It is the body of financial creditors that decides the big questions: whether to approve a resolution plan, whether to extend the process, and whether to liquidate the company. Its decisions are taken by vote, on fixed thresholds. This guide explains how the CoC is formed under Section 21, who gets a seat and a vote, the 66% and 51% thresholds, and the limits that courts place on reviewing its decisions. Last verified October 2026.
- What it is: the Committee of Creditors is the body of financial creditors, formed under Section 21, that takes the key commercial decisions in a CIRP.
- Who votes: financial creditors, with voting share set by the amount of debt; related-party financial creditors generally have no vote.
- Thresholds: 66% for a resolution plan, extension, replacing the RP or liquidation; 51% for routine decisions; 33% quorum.
- Commercial wisdom: the CoC merits decisions are not reviewed, but a decision can be set aside for illegality or a material irregularity.
01Why the CoC holds the real power
In a corporate insolvency, the decisions that decide the outcome are not made by the Tribunal. They are made by the creditors who are owed money, acting together as the CoC. The resolution professional runs the process, but the CoC sets the direction.
This is why the make-up of the CoC and the voting thresholds matter so much. A creditor with a large voting share can shape the result, and a block large enough to cross a threshold can carry or sink a plan. Knowing the rules is the first step to influencing the outcome.
02How the CoC is formed
The Committee of Creditors is formed under Section 21 of the IBC. After admission of the CIRP, the interim resolution professional invites and verifies claims, then constitutes the CoC from the financial creditors of the company.
Each financial creditor gets a voting share in proportion to the amount of financial debt owed to it. So the CoC is weighted by money, not by headcount: a creditor owed more has a bigger say. The first meeting of the CoC must be held within a set time of its constitution.
Financial creditors, by amount
The CoC is a body of financial creditors, and voting shares are set by the amount of debt. Where a company has only operational creditors and no financial creditors, the regulations provide for a CoC made up of operational creditors instead.
03Who sits and who votes
Not every creditor gets a vote, and some get a seat without one.
- Financial creditors make up the voting CoC.
- Related-party financial creditors (such as group companies or insiders) generally have no right to representation, participation or voting in the CoC, to prevent the promoter from controlling the committee. A narrow exception exists where the party is regulated by a financial sector regulator.
- Operational creditors do not vote, but if their dues are large enough they may be invited to attend meetings, without a vote.
The quorum for a CoC meeting is members holding at least 33% of the voting share, present in person or by video.
04Voting thresholds
The CoC decides by voting share, not by number of creditors. Two thresholds matter.
| Threshold | Used for |
|---|---|
| 66% of voting share | Approving a resolution plan, extending the CIRP, replacing the resolution professional, deciding to liquidate |
| 51% of voting share | Other, routine decisions during the process |
The 66% figure is a special majority, lowered from 75% by a 2018 amendment. The NCLAT has held that the 66% is counted on the voting share of all the financial creditors, not only those present and voting, so an absent creditor still counts in the denominator. Getting the count wrong can invalidate a decision.
05Commercial wisdom and its limits
The Supreme Court has held that the commercial decisions of the CoC, such as which resolution plan to accept and how much each creditor recovers, are matters of the CoC commercial wisdom. These are not open to review on merits by the NCLT or the NCLAT.
This deference is not unlimited. A CoC decision can still be set aside for breaking the law, for a material irregularity, or for failing to meet the mandatory requirements of the Code. If the CoC votes to liquidate, or no plan clears the threshold, the company moves to liquidation.
The CoC commercial wisdom is given wide respect, but it is not above the law: a decision that breaches the Code or is tainted by a material irregularity can still be challenged.
06Where Claw fits
Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals.
Fights over the CoC, a disputed vote, a related-party exclusion, or where the commercial-wisdom line falls, are argued at the NCLT, the NCLAT and the Supreme Court. Claw lets you trace that argument across 30 crore+ judgments in under 5 seconds, so you can see how different benches have read Section 21 and the voting thresholds. Enter the corporate debtor or advocate name and it will track the cases, orders and hearings on a live committee dispute across 9,102 courts, benches and forums.
Claw does not use customer case documents to train its AI models, so the papers behind a contested meeting stay private. Open a free Claw account to follow a CoC dispute and to research how the voting rules have been applied. For a wider search, see case search across Indian courts.
07Sources and further reading
- Insolvency and Bankruptcy Board of India (IBC and CIRP regulations): ibbi.gov.in
- India Code (official text of the IBC, 2016): indiacode.nic.in
- NCLAT (orders on CoC voting and powers): nclat.gov.in
- Claw: clawlaw.in
This explainer is general information, not legal advice. The Code and the case law change often, so check the current text and take advice from counsel before you act.
08Frequently asked questions
What is the Committee of Creditors (CoC)?
The CoC is the body of financial creditors formed under Section 21 of the IBC that takes the main commercial decisions in a corporate insolvency, such as approving a resolution plan, extending the process, replacing the resolution professional, or deciding to liquidate.
Who gets a vote on the CoC?
Financial creditors, with each creditor voting share set in proportion to the amount of financial debt owed to it. Related-party financial creditors generally have no right to vote. Operational creditors do not vote, though large ones may be invited to attend without a vote.
What voting thresholds does the CoC use?
A 66% vote of the voting share is needed to approve a resolution plan, extend the CIRP, replace the resolution professional, or decide to liquidate. Other, routine decisions need 51%. The quorum for a meeting is 33% of the voting share.
Can a court overturn a CoC decision?
Not on commercial merits. Courts respect the CoC commercial wisdom on matters like which plan to accept. But a decision can still be set aside if it breaks the law, suffers from a material irregularity, or fails a mandatory requirement of the Code.
How is the 66% vote counted?
The NCLAT has held that the 66% is counted on the voting share of all the financial creditors, not only those present and voting. So an absent creditor still counts in the total, which means getting the denominator right is essential.
Can I track a CoC dispute in Claw?
Yes. Claw follows a CoC dispute by the corporate debtor or advocate name through the NCLT, the NCLAT and the Supreme Court, tracking cases, orders and hearings across 9,102 courts, benches and forums, and searches 30 crore+ judgments in under 5 seconds. It tracks and researches the matter but does not give legal advice.