IBBI Deletes ‘Sale as a Going Concern’ Provisions from CIRP and Liquidation Rules

Notification F. No. IBBI/2025-26/GN/REG129, Dated: 14.10.2025

The Insolvency and Bankruptcy Board of India (IBBI) has notified two key amendments — the IBBI (Insolvency Resolution Process for Corporate Persons) (Sixth Amendment) Regulations, 2025 and the IBBI (Liquidation Process) (Second Amendment) Regulations, 2025.

These amendments introduce significant changes to the treatment of “sale as a going concern” under the insolvency and liquidation frameworks.

1. Deletion of Provisions Relating to ‘Sale as a Going Concern’

The notified amendments delete the following provisions:

• Regulation 39C of the Insolvency Resolution Process for Corporate Persons (CIRP) Regulations, and
• Regulation 32A of the Liquidation Process Regulations.

Both of which pertained to the sale of a corporate debtor or its business as a going concern.

With these deletions, the specific regulatory provisions governing such sales have been removed from both sets of regulations.

2. Modification to Regulation 39D of CIRP Regulations

Additionally, clause (b) of Regulation 39D in the CIRP Regulations, which related to the fee payable for sale under Regulation 32 of the Liquidation Process Regulations, has also been deleted.

This change simplifies the structure of resolution process fees and removes cross-references tied to the now-omitted “going concern” provisions.

3. Objective and Implications

The amendments reflect IBBI’s initiative to streamline the insolvency and liquidation frameworks, remove redundant or overlapping provisions, and ensure regulatory clarity in sale mechanisms during the insolvency process.

Further guidance from IBBI or related notifications may clarify how ongoing or proposed “sale as going concern” transactions will be treated under the revised framework.

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