IBBI Mandates Inclusion of Statement of Beneficial Ownership in Every Resolution Plan

The Insolvency and Bankruptcy Board of India (IBBI), vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Seventh Amendment) Regulations, 2025, notified amendments for the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations on December 22, 2025.

The amendment has introduced Regulation 38(3A) into the CIRP Regulations, strengthening transparency and due‑diligence requirements applicable to resolution applicants, by mandating the inclusion of a statement of beneficial ownership of the resolution applicant in every resolution plan. 

Key implications of the amendment include:

1. Every resolution plan must now include a detailed statement of beneficial ownership covering:
   1. All natural persons who ultimately own or control the resolution applicant;
   2. Shareholding structure across intermediate entities; and
   3. Jurisdiction of each intermediate entity.
2. Further, every resolution applicant must submit an affidavit confirming whether it is eligible or not eligible to avail benefits under Section 32A of the IBC, which grants immunity to the corporate debtor from prosecution for past offences under certain conditions.

Further, pursuant to the notification, the IBBI also issued Circular No. IBBI/CIRP/90/2025 dated December 29, 2025, prescribing formats for the statement of beneficial ownership and affidavit under Regulation 38(3A), and mandating that the resolution professional is to ensure that such statement and affidavit are part of the plan submitted to the Committee of Creditors (CoC) and subsequently filed before the Adjudicating Authority under Section 30(6) of the IBC. Additionally, the format for the statement under Regulation 38(3A)(a) provided under the circular states that “beneficial owner” is to be determined as per the provisions of sub-rule (3) of Rule 9 of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005.

This amendment is likely to increase the due‑diligence expectations on resolution professionals and resolution applicants. Resolution professionals will now have to verify beneficial‑ownership disclosures and ensure that the mandated affidavit under Regulation 38(3A) is complete and accurate before placing plans before the CoC, while resolution applicants must prepare for greater scrutiny of their ownership structures and past associations, making transparency and documentation more critical than before.