Explainer · Insolvency · IBC

CoC Voting Shares and Decisions (IBC) (2026)

Updated for 2026 · Claw Editorial

In a corporate insolvency, almost every important choice is made by a vote, and the body that votes is the Committee of Creditors (CoC). It decides who runs the company, whether a rescue plan is accepted, and whether the company is wound up. But the CoC is not one creditor, one vote. Each creditor carries a voting share set by how much it is owed, and different decisions need different majorities. Understanding that is the key to understanding who really controls an insolvency. This explainer, for creditors, directors and their advisers, sets out who sits on the CoC, how voting share is measured, and the majorities the law requires. It is general information, not legal advice. Last verified October 2026.

01The short answer

The Committee of Creditors is made up of the company's financial creditors under Section 21 of the Insolvency and Bankruptcy Code, 2016. Each member votes in proportion to the financial debt it is owed, so a lender owed more carries more weight. The big decisions, approving a resolution plan, sending the company to liquidation, appointing or replacing the resolution professional, and seeking time extensions, need 66% of the total voting share. Ordinary decisions with no stated majority need 51%. Withdrawing the whole insolvency under Section 12A needs 90%.

Because the thresholds are measured against the total voting share, not just the creditors in the room, control of an insolvency depends on the exact split of the debt.

02Who sits on the Committee of Creditors

The CoC is formed by the financial creditors of the company, the banks, lenders and others owed a financial debt. Operational creditors, such as trade suppliers, are generally not members and do not vote. Where a company has only operational creditors and no financial creditors, the law provides a different, limited composition.

Two points often surprise people. First, a related party that is a financial creditor is usually kept off the committee, to stop promoters voting on their own company's plan. Second, operational creditors with large claims may be entitled to attend meetings as observers in some situations, but attending is not voting. The committee that decides is the financial creditors.

03How voting share is measured

Voting share is not equal. It is the proportion of the financial debt that each creditor is owed, against the total financial debt. A creditor owed forty per cent of the financial debt carries roughly forty per cent of the vote.

This is why the first fights in an insolvency are often about how much each creditor is owed and whether a claim is financial or operational. The admitted amount of a claim sets the voting share, and the voting share sets the power. The resolution professional verifies claims and works out the share, and disputes over that calculation are common.

04The voting thresholds

Different decisions need different majorities of the total voting share:

The 66% figure runs through the most consequential decisions, including the approval of a resolution plan under Section 30(4) and the move to liquidation under Section 33(2). The 90% bar for withdrawal under Section 12A is deliberately high, because withdrawing ends a process that affects every stakeholder.

05How absent and abstaining votes count

The majorities are measured against the total voting share of all creditors on the committee, not just those present and voting. That has a sharp effect. A creditor who stays away or abstains is not a yes vote, and because the percentage is taken on the whole committee, an abstention or an absence effectively works against the resolution.

The Supreme Court in the K. Sashidhar case confirmed that abstaining creditors are counted in the total voting share and their abstention is not treated as approval. Appellate decisions have likewise held that the 66% must be computed on all creditors, including absentees. In practice, this means a plan needs active support from creditors holding the required share, not merely a majority of those who bothered to vote.

The threshold is measured on the whole committee. Staying away is not neutral, because the percentage is taken against every creditor, not just those who vote.

06Commercial wisdom and its limits

Once the required majority is reached, the commercial decision of the CoC carries great weight. Courts have repeatedly said that the committee's commercial wisdom, for example on which plan to accept or what recovery to take, is not open to judicial review on its merits. The tribunal checks that the law and the process were followed, not whether the creditors made the cleverest bargain.

That protection is not unlimited. It does not excuse a breach of the Code, unequal treatment of creditors, or a plan that ignores what the law guarantees to dissenting or operational creditors. The deference is to genuine commercial choices made within the rules, which is why a dissenting creditor's best ground is usually a breach of process, not a quarrel with the bargain. For the approval route that follows the vote, see how a resolution plan is approved under the IBC.

07Where 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.

CoC voting is decided inside the committee and the National Company Law Tribunal, which Claw does not sit in. Where Claw helps is in seeing the insolvency and the disputes around it as they move. Claw tracks NCLT and NCLAT matters, along with related High Court proceedings, across 9,102 courts, benches and forums, with alerts and monitoring, so a creditor can follow admissions, CoC challenges and plan approvals that affect its position. ClawScore adds entity level insolvency and litigation monitoring on the companies you are exposed to, and its Legal GPT researches across 30 crore+ judgments, with Supreme Court decisions from 1950 and High Court decisions from 1990, so counsel can see how courts have treated voting share disputes, abstentions and the commercial wisdom rule before. Results return in under 5 seconds, and Claw does not train its AI models on your documents. To check where a company's insolvency or related litigation stands, run a case search across Indian courts by name. A clean result means nothing was found on the forums and date searched, and this is general information, not legal advice.

Related reading: how an operational creditor submits a claim and how to object to a resolution plan.

08Sources and further reading

• Insolvency and Bankruptcy Board of India (CIRP Regulations, 2016): ibbi.gov.in
• India Code (Insolvency and Bankruptcy Code, 2016, Sections 21, 28, 30, 33): indiacode.nic.in
• National Company Law Appellate Tribunal: nclat.gov.in
• Claw: clawlaw.in

This explainer is general information, not legal advice. The thresholds turn on the Code and the facts of each case; confirm the current provisions before relying on them.

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