爱华网来源：www.gov.cn 中华人民共和国主席令 第 五十四 号 《中华人民共和国企业破产法》已由中华人民共和国第十届全国人民代表大会常务委员会第二十三次会议于2006年8月27日通过，现予公布，自2007年6月1日起施行。 中华人民共和国主席 胡锦涛 2006年8月27日 中华人民共和国企业破产法 目 录 第一章 总 则 | Enterprise Bankruptcy Law of the People's Republicof China Order of the President of the People’s Republic ofChina No.54 The Enterprise Bankruptcy Law of the People’sRepublic of China, adopted at the 23rd Meeting of the StandingCommittee of the Tenth National People’s Congress of the People’sRepublic of China on August 27, 2006, is hereby promulgated andshall go into effect as of June 1, 2007. Hu Jintao President of the People’s Republic ofChina August 27, 2006 Enterprise Bankruptcy Law of the People’s Republicof China (Adopted at the 23rd Meeting of the StandingCommittee of the Tenth National People’s Congress on August 27,2006) Contents Chapter I General Provisions Chapter II Application and Acceptance Section 1 Application Section 2 Acceptance Chapter III Administrator Chapter IV A Debtor’s Property Chapter V Expenses for Bankruptcy Proceedings andDebts Incurred for the Common Good of Creditors Chapter VI Declaration of Claims Chapter VII Creditors’ Meeting Section 1 General Provisions Section 2 The Creditors’ Committee Chapter VIII Reorganization Section 1 Application for and Period ofReorganization Section 2 Formulation of and Approval for aReorganization Plan Section 3 Implementation of a ReorganizationPlan Chapter IX Compromise Chapter X Bankruptcy Liquidation Section 1 Bankruptcy Declaration Section 2Realization and Distribution Section 3 Termination of the Procedure forBankruptcy Chapter XI Legal Liability Chapter XII Supplementary Provisions |
第一章 总 则 第一条 为规范企业破产程序，公平清理债权债务，保护债权人和债务人的合法权益，维护社会主义市场经济秩序，制定本法。 | Chapter I General Provisions Article 1 This Law is enacted with a view toregulating the procedure for enterprise bankruptcy, fairly settlingclaims and debts, safeguarding the lawful rights and interests ofcreditors and debtors, and maintaining the order of the socialistmarket economy. Article 2 Where an enterprise legal person cannotpay off his debts due and his assets are not enough for paying offall the debts, or he apparently lacks the ability to pay off hisdebts, the debts shall be liquidated according to the provisions ofthis Law. Where an enterprise legal person is under thecircumstances as specified in the preceding paragraph or he hasapparently forfeited the ability to pay off his debts, he mayundergo reorganization according to the provisions of thisLaw. Article 3 A bankruptcy case shall be under thejurisdiction of the people’s court at the place where the debtorresides. Article 4 Where there are no provisions in thisLaw to govern the procedure for hearing a bankruptcy case, therelevant provisions of the Civil Procedure Law shall beapplicable. Article 5 Once the procedure for bankruptcy areinitiated according to this Law, it shall come into effect inrespect of the debtor’s property outside of the territory of thePeople’s Republic of China. Where a legally effective judgment or ruling madeon a bankruptcy case by a court of another country involves adebtor’s property within the territory of the People’s Republic ofChina and the said court applies with or requests the people’scourt to recognize and enforce it, the people’s court shall,according to the relevant international treaties that China hasconcluded or acceded to or on the basis of the principle ofreciprocity, conduct examination thereof and, when believing thatthe said judgment or ruling does not violate the basic principlesof the laws of the People’s Republic of China, does not jeopardizethe sovereignty and security of the State or public interests, doesnot undermine the legitimate rights and interests of the creditorswithin the territory of the People’s Republic of China, decide torecognize and enforce the judgement or ruling. Article 6 When trying a bankruptcy case, thepeople’s court shall, in accordance with law, guarantee thelegitimate rights and interests of the employees of the enterpriseand investigate the business managers of the bankruptcy enterprisefor their legal liabilities. |
第二章 申请和受理 第一节 申 请 第七条 债务人有本法第二条规定的情形，可以向人民法院提出重整、和解或者破产清算申请。 第二节 受 理 第十条 债权人提出破产申请的，人民法院应当自收到申请之日起五日内通知债务人。债务人对申请有异议的，应当自收到人民法院的通知之日起七日内向人民法院提出。人民法院应当自异议期满之日起十日内裁定是否受理。 | Chapter II Application and Acceptance Section 1 Application Article 7 Where a debtor is under thecircumstances as specified in Article 2 of this Law, he may make anapplication to the people’s court for reorganization, compromise orbankruptcy liquidation. Where the debtor cannot pay off his debts due, thecreditor may make an application to the people’s court for thedebtor’s reorganization or bankruptcy liquidation. Where an enterprise legal person has beendissolved but has not started or completed liquidation and he doesnot have enough assets to pay off his debts, the person responsiblefor liquidation according to law shall make an application to thepeople’s court for bankruptcy liquidation. Article 8 For applying to a people’s court forbankruptcy, an Application for Bankruptcy and the related evidenceshall be submitted to it. The following matters shall clearly be stated inthe Application for Bankruptcy: (1) a basic introduction to the applicant and thedefending party of the application; (2) purposes of application; (3) facts and grounds of the application;and (4) other matters that the people’s court deemsnecessary to state. Where a debtor makes an application, he shallsubmit to the people’s court statements on his financial position,a complete list of his debts, a complete list of his claims, therelated financial statements, a plan for employee arrangements andpayment of his employees’ wages and social insurancepremiums. Article 9 Before the people’s court accepts anapplication for bankruptcy, the applicant may request forwithdrawal of the application. Section 2 Acceptance Article 10 Where a creditor makes an applicationfor bankruptcy, the people’s court shall, within five days from thedate it receives the application, notify the debtor concerned.Where the debtor has objections to the application, he shall putforward his objections to the people’s court within seven days fromthe date he receives notification from the people’s court. Thepeople’s court shall decide whether or not to accept the casewithin 10 days at the expiration of the period for raisingobjections. Except for the circumstances as specified in thepreceding paragraph, the people’s court shall decide whether or notto accept an application for bankruptcy within 15 days from thedate it receives the application. Under special circumstances where the time limitfor deciding whether to accept a case, as specified in thepreceding two paragraphs, needs to be extended, it may be extendedfor another 15 days upon approval by the people’s court at the nexthigher level. Article 11 Where the people’s court decides toaccept an application for bankruptcy, it shall serve such decisionon the applicant within five days from the date it makes thedecision. Where the application is made by a creditor, thepeople’s court shall serve its decision on the debtor within fivedays from the date it makes the decision. The debtor shall, within15 days from the date the decision is served, submit to thepeople’s court statements on his financial position, a completelist of his debts, a complete list of his claims, the relatedfinancial statements and payment of his employees’ wages and socialinsurance premiums. Article 12 Where the people’s court decides not toaccept an application for bankruptcy, it shall serve the decisionon the applicant within five days from the date it makes thedecision and explain the reasons why. Where the applicant isdissatisfied with the decision, he may, within 10 days from thedate the decision is served, file an appeal with the people’s courtat the next higher level. Where during the period from acceptance of anapplication for bankruptcy to declaration of bankruptcy, thepeople’s court finds through examination that the debtor is notunder the circumstances as specified in Article 2 of this Law, itmay decide to reject the application. Where the applicant isdissatisfied with the decision, he may, within 10 days from thedate the decision is served, file an appeal with the people’s courtat the next higher level. Article 13 When the people’s court decides toaccept an application for bankruptcy, it shall designate anadministrator at the same time. Article 14 The people’s court shall, within 25days from the date it decides to accept an application forbankruptcy, it shall notify the creditors already known andannounce its decision. The following matters shall clearly be stated inthe notification and announcement: (1) titles or names of the applicant and thedefending party of the application; (2) the time when the people’s court accepts theapplication for bankruptcy; (3) period, place and points for attention withrespect to declaration of claims; (4) title or name of the administrator and theoffice address; (5) demand made by the administrator upon thedebtors or property holders of the debtor for paying off the debtsor delivering the property; (6) the time and place for the first creditors’meeting to be held; and (7) other matters that the people’s court deems itnecessary to notify of and announce. Article 15 During the period from the date whenthe decision made by the people’s court to accept an applicationfor bankruptcy is served on the debtor to the date when theprocedure for bankruptcy is concluded, the persons related to thedebtor shall fulfill the following obligations: (1) properly preserving the property, seals,account books, documents, etc. which are in their possession andunder their management; (2) proceeding with the work according to therequirements of the people’s court and the administrator, andtruthfully answering their inquiries; (3) attending the creditors’ meetings asnon-voting participants and truthfully answering the creditors’inquiries; (4) remaining at their domiciles, unless otherwisepermitted by the people’s court; and (5) not taking up any post as director, supervisoror senior manager in any other enterprise. The persons related to the debtor mentioned in thepreceding paragraph include the legal representative of anenterprise, which may, upon decision by the people’s court, alsoinclude the financial managers and business managers of theenterprise. Article 16 After the people’s court accepts anapplication for bankruptcy, payment of debts made by the debtor toindividual creditors shall be invalid. Article 17 After the people’s court accepts anapplication for bankruptcy, the debtors or property holders of thedebtor shall pay off the debts or deliver the property to theadministrator. Where the debtors or property holders of thedebtor intentionally pay off the debts or deliver the property tothe debtor in violation of the provisions of the precedingparagraph, thus causing losses to creditors, they shall not befreed from the obligation of paying off the debts or delivering theproperty. Article 18 After the people’s court accepts anapplication for bankruptcy, the administrator shall have the rightto decide to rescind or continue to perform a contract that isconcluded before the acceptance yet remains to be fulfilled by boththe debtor and the other party and shall notify the other party ofhis decision. Where the administrator fails to notify the otherparty within two months from the date when the bankruptcyapplication is accepted or to give any reply to the exhortationmade by the other party with 30 days from the date the exhortationis made, the contract shall be deemed to be rescinded. Where the administrator decides that performanceof the contract be continued, the other party shall comply;however, the other party shall have the right to request theadministrator to provide guaranty. Where the administrator refusesto do so, the contract shall be deemed to be rescinded. Article 19 After the people’s court accepts anapplication for bankruptcy, the measures for preserving theproperty of the debtor shall be lifted and the procedure forexecution shall be suspended. Article 20 After the people’s court accepts anapplication for bankruptcy, any civil action or arbitrationinvolving the debtor that has been started but has not yet beenconcluded shall be suspended; however, the action or arbitrationcan proceed after an administrator takes over the debtor’sproperty. Article 21 After the people’s court accepts anapplication for bankruptcy, a civil action against the debtor canonly be filed with the said people’s court. |
第三章 管理人 第二十二条 管理人由人民法院指定。 | Chapter III Administrator Article 22 The administrator shall be designatedby the people’s court. Where the creditors’ meeting believes that theadministrator cannot perform his duties according to law orimpartially or is incompetent to fulfill his duties, the meetingmay apply with the people’s court for replacement. The measures for designating administrators anddetermining their remunerations shall be formulated by the SupremePeople’s Court. Article 23 An administrator shall perform hisduties according to the provisions of this Law, report on his workto the people’s court and be subject to supervision by thecreditors’ meeting and the creditors’ committee. The administrator shall attend the creditors’meetings as a non-voting participant, reporting on the performanceof his duties and answering inquires. Article 24 A liquidation team composed of personsof the departments or authorities concerned or a law firm, acertified public accountant firm, a bankruptcy liquidation firm orany other public intermediary agency that is established accordingto law may serve as an administrator. The people’s court may, in light of the actualconditions of a debtor and after consulting with the publicintermediary agency concerned, designate the person who has thenecessary professional knowledge and has obtained thequalifications for the practice to serve as anadministrator. A person shall not serve as an administrator,if: (1) he has been subjected to criminal punishmentfor intentional offense; (2) his qualification certificate for the relevantpractice has been revoked; (3) he has an interest in the case; or (4) the people’s court deems it improper to havehim serve as an administrator. Where the administrator is served by an individualperson, he shall purchase the responsibility insurance for thepractice. Article 25 An administrator shall perform thefollowing duties: (1) taking over the property, seals, accountbooks, documents and other data of the debtor; (2) investigating into the financial position ofthe debtor and preparing a report on such position; (3) deciding on matters of internal management ofthe debtor; (4) deciding on the day-to-day expenses and othernecessary expenditures of the debtor; (5) deciding, before the first creditors’ meetingis held, to continue or suspend the debtor’s business; (6) managing and disposing of the debtor’sproperty; (7) participating in legal actions, arbitrationsor any other legal procedure on behalf of the debtor; (8) proposing to hold creditors’ meetings;and (9) performing other duties that the people’scourt deems that he should. Where other provisions governing the duties of anadministrator are stipulated in this Law, those provisions shall beapplicable. Article 26 If an administrator decides to continueor suspend the business operation of a debtor or if he intends totake any of the actions as specified by the provisions of Article69 of this Law before the first creditors’ meeting is held, thematter shall be subject to approval by the people’scourt. Article 27 An administrator shall be hardworkingin doing his duties, and shall perform his dutiesfaithfully. Article 28 An administrator may, upon approval bythe people’s court, employ the necessary workers. The remuneration of an administrator shall bedetermined by the people’s court. In case the creditors’ meetinghas objections to such remuneration, it shall have the right toraise them to the people’s court. Article 29 An administrator shall not resign hispost without justifiable reasons. Resignation of an administratorshall be subject to approval by the people’s court. |
第四章 债务人财产 第三十条 破产申请受理时属于债务人的全部财产，以及破产申请受理后至破产程序终结前债务人取得的财产，为债务人财产。 | Chapter IV A Debtor’s Property Article 30 A debtor’s property includes all of theproperty that belongs to a debtor when the application forbankruptcy is accepted, as well as the property as obtained by thedebtor during the period from the time when the application forbankruptcy is accepted to the time when the procedures forbankruptcy are concluded. Article 31 An administrator shall have the rightto request the court to nullify any of the following actions takenwithin one year before the people’s court accepts the applicationfor bankruptcy in respect of the debtor’s property: (1) transferring the property gratis; (2) trading at an obviously unreasonableprice; (3) providing property guaranty to unsecureddebts; (4) paying off debts not due; or (5) abandoning claims. Article 32 Within six months before the people’scourt accepts the application for bankruptcy, if a debtor is underthe circumstances as specified in the first paragraph of Article 2of this Law but chooses to make repayment to individual creditors,the administrator shall have the right to request the people’scourt to nullify it, except where such individual repayment isbeneficial to the debtor’s property. Article 33 The following actions taken in respectof the debtor’s property are invalid: (1) concealing or transferring the property inorder to avoid repayment of debts; and (2) fabricating debts or acknowledging unrealdebts. Article 34 Where the property is obtained from thedebtor by means of such actions as specified in Article 31, 32 or33 of this Law, the administrator shall have the right to recoverit. Article 35 Where after the people’s court acceptsan application for bankruptcy, any of the debtor’s capitalcontributors that fails to fulfill his obligation of capitalcontribution in full, the administrator shall require the capitalcontributor to contribute the capital he has subscribed to,irrespective of the time limit set on capitalcontribution. Article 36 The administrator shall recover theirregular incomes obtained from the enterprise and the property ofthe enterprise illegally taken into his possession by a director,supervisor or senior manger of the debtor through taking advantageof his position. Article 37 After the people’s court accepts anapplication for bankruptcy, the administrator may take back thepledge or lien through paying off the debts or providing a guarantyacceptable to the creditor. With respect to payment of debts or provision ofguaranty as a substitute, as mentioned in the preceding paragraph,if the value of the pledge or lien is lower than the amount of theclaim for which the guaranty is provided, the value of the pledgeor lien shall be limited to its market value at the time when thepledge or lien was made. Article 38 After the people’s court accepts anapplication for bankruptcy, the property, which has been taken by adebtor into his possession but which does not belong to the debtor,may be taken back by the obligee of the property through theadministrator, unless otherwise provided for by thisLaw. Article 39 At the time when the people’s courtaccepts an application for bankruptcy, if the seller has sent thegoods to the debtor as the buyer and the latter has neitherreceived the goods nor paid the money in full, the seller may getback the goods in transit. However, the administrator may pay themoney in full and request the seller to deliver thegoods. Article 40 Where a creditor is in debt to thedebtor before the application for bankruptcy is accepted, theformer may lodge a claim with the administrator for offsetting thedebts. However, the debts shall not be offset under any of thefollowing circumstances: (1) being in debt to the debtor, he obtainsanother person’s claims against the debtor after the applicationfor bankruptcy is accepted; (2) getting into debt to the debtor when healready knows the fact that the debtor is incapable of paying offhis debts due or has applied for bankruptcy; unless it is otherwiseprovided for by law or he gets into debt because of thedevelopments that take place one year before the application forbankruptcy is made; or (3) being a debtor to the debtor, he obtains theclaims from the debtor when he already knows the fact that thedebtor is incapable of paying off his debts due or has applied forbankruptcy; unless it is otherwise provided for by law or heobtains the claims because of the developments that take place oneyear before the application for bankruptcy is made. |
第五章 破产费用和共益债务 第四十一条 人民法院受理破产申请后发生的下列费用，为破产费用： | Chapter V Expenses for Bankruptcy Proceedings and DebtsIncurred for the Common Good of Creditors Article 41 The following expenses that areentailed after the people’s court accepts an application forbankruptcy are expenses for bankruptcy proceedings: (1) litigation cost involved in a bankruptcycase; (2) expenses for management, realization anddistribution of the debtor’s property; and (3) expenses involved in the administrator’sperformance of his duties and paid for his remuneration andexpenses for the employees recruited. Article 42 The following debts incurred after thepeople’s court accepts an application for bankruptcy are debtsincurred for the common good of creditors: (1) debts incurred because the administrator ordebtor requests the other party to fulfill a contract which bothparties have failed to fulfill; (2) debts to the debtor through spontaneous agencyon the debtor’s property; (3) debts incurred as a result of the debtor’sunjust enrichment; (4) remunerations for work and social insurancepremiums payable for sustaining the debtor’s business operations,and other debts arising therefrom; (5) debts incurred by the administrator or anemployee who causes losses to another person in the course ofperforming his duties; and (6) debts incurred by the debtor’s property forcausing losses to another person. Article 43 The expenses for bankruptcy proceedingsand the debts incurred for the common good of creditors shall bepaid off with the debtor’s property at any time. Where the debtor’s property is not enough forpaying off all the expenses for bankruptcy proceedings and thedebts incurred for the common good of creditors, the former shallbe paid off first. Where the debtor’s property is not enough forpaying off all the expenses for bankruptcy proceedings or the debtsincurred for the common good of creditors, such payment shall bemade on a pro rata basis. Where the debtor’s property is not enough forpaying off the expenses for bankruptcy proceedings, theadministrator shall request the people’s court to conclude theprocedure for bankruptcy. The people’s court shall, with 15 daysfrom the date it receives the request, decide to conclude theprocedure for bankruptcy and announce the decision. |
第六章 债权申报 第四十四条 人民法院受理破产申请时对债务人享有债权的债权人，依照本法规定的程序行使权利。 | Chapter VI Declaration of Claims Article 44 As of the time when the people’s courtaccepts an application for bankruptcy, the creditor that enjoys theclaims against the debtor may exercise his right in respect of hisclaims according to the procedures as prescribed by thisLaw. Article 45 After accepting an application forbankruptcy, the people’s court shall specify the time limit for acreditor to declare claims. Such time limit, calculated from thedate when the people’s court announces its acceptance of theapplication for bankruptcy, shall be not less than 30 days at leastbut not more than three months at the most. Article 46 All claims undue shall be deemed to bedue at the time when the application for bankruptcy isaccepted. Beginning from the time when the application forbankruptcy is accepted, calculation of the interest on claims shallbe stopped. Article 47 A creditor may declare his claims whichare attached with certain conditions or time limit and the claimsfor which an action or arbitration is pending. Article 48 A creditor shall, within the time limitspecified by the people’s court for declaration of his claims,declare his claims to the administrator. It is not necessary for the debtor to declare thewages, subsidies for medical treatment, injuires and disability andthe pensions for the disabled and the families of the deceasedwhich he owes, the basic old-age insurance premiums and medicalinsurance premiums which he owes and fails to enter in theemployees’ personal accounts, and the compensations which should bepaid to the employees as prescribed by relevant laws andadministrative regulations, for all of which the administratorshall compile a list after investigation and have it published.Where an employee has objections to what is recorded in the list,he may request the administrator to make corrections; and if theadministrator refuses to do so, the employee may file an actionwith the people’s court. Article 49 When a creditor declares his claims, heshall make a written statement on the amount of his claims and onwhether there is any property guaranty, and present the relevantevidence. If the claims declared are joint-and-several claims, heshall give an explanation thereof. Article 50 Joint-and-several creditors may chooseone from among them to declare their claims on their behalf ordeclare their claims jointly. Article 51 Where the debtor’s guarantor or anyjoint-and-several debtor has paid off the debts on behalf of thedebtor, he may declare his claims on the basis of his right ofrecourse to the debtor. Where the debtor’s guarantor or anyjoint-and-several debtor has not paid off the debts on behalf ofthe debtor, he may declare his claims on the basis of his futureright of recourse to the debtor, unless the creditors have declaredall their claims to the administrator. Article 52 Where it is ruled that the procedure asprescribed in this Law should be applicable to more than onejoint-and-several debtor, their creditors shall have the right todeclare all of their claims in each of the bankruptcycases. Article 53 Where an administrator or debtorrevokes a contract according to the provisions of this Law, theother party may declare his claims on the basis of his right tocompensation for the damages caused by the revocation. Article 54 Where it is ruled that a debtor who isthe entrusting party of an entrustment contract should be governedby the procedure as prescribed in this Law and the entrusted party,without knowledge of the fact, continues to deal with the entrustedbusiness, the entrusted party may declare his claims on the basisof the right of claim derived therefrom. Article 55 Where it is ruled that a debtor beingthe producer of a negotiable instrument should be governed by theprocedures as prescribed in this Law, the payer of the negotiableinstrument continues his payment or acceptance, the payer maydeclare his claims on the basis of the right of claim derivedtherefrom. Article 56 Where a creditor fails to declare hisclaims within the time limit for declaration of claims as specifiedby the people’s court, he may declare such claims afterwards beforedistribution of the bankruptcy property in the final installment.However, if the property has been distributed earlier, no moredistribution shall be made to him. The expenses for examining andconfirming the claims declared afterwards shall be borne by theparty that makes such declaration. Where a creditor fails to declare his claimsaccording to the provisions of this Law, he shall not exercise hisright according to the procedure as prescribed in thisLaw. Article 57 After receiving the materials fordeclaration of claims, the administrator shall have themregistered, examine the claims declared and fill out a form ofclaims. The form of claims and the materials fordeclaration of claims shall be preserved by the administrator forreference by the interested parties. Article 58 The form of claims as filled outaccording to the provisions of Article 57 of this Law shall besubmitted to the first creditors’ meeting for checking. Where the debtor and creditor have no objectionsto what is recorded in the form of claims, the people’s court shallmake a ruling on its confirmation. Where the debtor or creditor has objections towhat is recorded in the form of claims, he may file an action withthe people’s court that has accepted the application forbankruptcy. |
第七章 债权人会议 第一节 一般规定 第五十九条 依法申报债权的债权人为债权人会议的成员，有权参加债权人会议，享有表决权。 第二节 债权人委员会 第六十七条 债权人会议可以决定设立债权人委员会。债权人委员会由债权人会议选任的债权人代表和一名债务人的职工代表或者工会代表组成。债权人委员会成员不得超过九人。 | Chapter VII Creditors’ Meeting Section 1 General Provisions Article 59 A creditor declaring his claimsaccording to law is a member of the creditors’ meeting and has theright to attend the meetings of the creditors and enjoy the rightto vote. A creditor whose claims are not confirmed is notentitled to exercise the right to vote unless the people’s courtcan temporarily decide on the amount of his claims for the sake ofhis exercise of such right. Where a creditor secured by the specific propertyof the debtor and that has not given up his priority right to berepaid shall not enjoy the right to vote on matters as specified inSubparagraphs (7) and (10) under the first paragraph of Article 61of this Law. A creditor may entrust his agent with the task ofattending the creditors’ meeting and exercising the right to vote.To attend the creditors’ meeting, the agent shall submit a letterof power of attorney to the people’s court or to the chairman ofthe creditors’ meeting. A creditors’ meeting shall be attended byrepresentatives of the employees and of the trade union of thedebtor, who may express their views on relevant issues. Article 60 There shall be a chairman of thecreditors’ meeting, who shall be designated by the people’s courtfrom among the creditors with the right to vote. The chairman of the creditors’ meeting shallpreside over such meetings. Article 61 The creditors’ meeting shall exercisethe following functions and powers: (1) checking the claims; (2) applying with the people’s court for replacingthe administrator and examining the expenses and remuneration ofthe administrator; (3) supervising the work of theadministrator; (4) selecting and replacing members of thecreditors’ committee; (5) deciding on whether to have the debtorcontinue or discontinue his business operations; (6) adopting plans for reorganization; (7) adopting agreements for compromise; (8) adopting plans for management of the debtor’sproperty; (9) adopting plans for realizing the bankruptcyproperty into money; (10) adopting plans for distribution of thebankruptcy property; and (11) other functions and powers that the people’scourt deems that the creditors’ meeting should exercise. The creditors’ meeting shall keep minutes of theresolutions made on the matters discussed. Article 62 The first creditors’ meeting shall beconvened by the people’s court within 15 days before the expirationdate of the time limit for declaration of claims. Subsequent creditors’ meetings may be held whenthe people’s court deems it necessary, or when the administrator,the creditors’ committee, or a creditor holding one quarter or moreof the total amount of claims proposes to the chairman of thecreditors’ meeting that such a meeting be held. Article 63 For convening a creditors’ meeting, theadministrator shall notify the known creditors 15 days inadvance. Article 64 A resolution made by the creditors’meeting shall be adopted by more than half of the creditors thatattend the meeting, have the right to vote, and represent half ormore of the total amount of the unsecured claims, unless otherwiseprovided for by this Law. Where a creditor believes that a resolutionadopted at a creditors’ meeting is at variance with the provisionsof law or undermines his interests, he may, within 15 days from thedate when the resolution is made at the creditors’ meeting, pleadwith the people’s court to decide to revoke the resolution andorder the creditors’ meeting to have a resolution remade accordingto law. A resolution adopted at the creditors’ meetingshall be binding on all creditors. Article 65 Where any of the matters specified inSubparagraphs (8) and (9) under the first paragraph of Article 61of this Law is not adopted through voting at the creditors’meeting, it shall be subject to decision by the people’scourt. Where the matter as specified in Subparagraph (10)under the first paragraph of Article 61 of this Law is still notadopted by a second voting at the creditors’ meeting, it shall besubject to decision by the people’s court. The decisions as specified in the preceding twoparagraphs may be announced by the people’s court at the creditors’meeting or notified to the creditors. Article 66 Where a creditor is dissatisfied withthe decision made by the people’s court according to the firstparagraph in Article 65 of this Law, or where the creditorsrepresenting half or more of the total unsecured claims aredissatisfied with the decision made by the people’s court accordingto the second paragraph in Article 65 of this Law, he or they may,within 15 days from the date when the decision is announced or whenthe notification thereof is received, apply with the said people’scourt for review. Execution of the decision shall not bediscontinued during the period of review. Section 2 The Creditors’ Committee Article 67 The creditors’ meeting may decide toestablish a creditors’ committee. The creditors’ committee shall becomposed of the creditors’ representatives who are selected by thecreditors’ meeting and a representative from among the employees ofthe debtor or from the trade union of the debtor. The members ofthe creditors’ committee shall not exceed nine persons innumber. The members of the creditors’ committee shall besubject to confirmation by decision of the people’s court inwriting. Article 68 The creditors’ committee shall performthe following functions and powers: (1) supervising the management and disposition ofthe debtor’s property; (2) supervising the distribution of the bankruptcyproperty; (3) proposing the convening of a creditors’meeting; and (4) other functions and powers as entrusted by thecreditors’ meeting. When performing its functions and powers, thecreditors’ committee shall have the right to require theadministrator and the relevant employee of the debtor to give anexplanation of the matters that fall within the scope of hisfunctions and powers or provide relevant documents. Where the administrator or the relevant employeeof the debtor, in violation of the provisions of this Law, refusesto accept supervision, the creditors’ committee shall have theright to plead with the people’s court to make a decision on thematters subject to its supervision, and the latter shall make thedecision within five days. Article 69 Before doing any of the following, theadministrator shall report to the creditors’ committee in a timelymanner: (1) transferring of the rights and interests ofsuch immovables as land and houses; (2) transferring of such property rights as theright to prospecting mineral deposits, the right to mining and theintellectual property right; (3) transferring of all the inventory or businessoperation; (4) borrowing of money; (5) creating of security on property; (6) transferring of claims andsecurities; (7) executing the contract left unfulfilled by thedebtor and the other party; (8) waivering of rights; (9) withdrawing of a pledge; and (10) other acts for disposing of the property thathas a vital bearing on the creditor’s interests. Where there is no such creditors’ committee, theadministrator shall, before executing what is specified in thepreceding paragraph, report to the people’s court in a timelymanner. |
第八章 重 整 第一节 重整申请和重整期间 第七十条 债务人或者债权人可以依照本法规定，直接向人民法院申请对债务人进行重整。 第二节 重整计划的制定和批准 第七十九条 债务人或者管理人应当自人民法院裁定债务人重整之日起六个月内，同时向人民法院和债权人会议提交重整计划草案。 第三节 重整计划的执行 第八十九条 重整计划由债务人负责执行。 | Chapter VIII Reorganization Section 1 Application for and Period ofReorganization Article 70 A debtor or creditor may, according tothe provisions of this Law, directly apply with the people’s courtfor having the debtor reorganized. Where a creditor applies for putting his debtorinto bankruptcy liquidation, the debtor or his capital contributorswhose capital contribution makes up one-tenth or more of thedebtor’s registered capital may, after the people’s court acceptsthe application for bankruptcy and before it declares the debtorbankrupt, apply with the people’s court forreorganization. Article 71 Where upon examination, the people’scourt deems that an application for reorganization conforms to theprovisions of this Law, it shall rule that the debtor shouldundergo reorganization and shall make the matter known to thepublic. Article 72 The period of reorganization shall lastfrom the date when the people’s court rules that the debtor shouldundergo reorganization to the date when the procedure forreorganization is terminated. Article 73 During the period of reorganization,the debtor may, through his application and upon approval grantedby the people’s court, manage his property and business operationson his own under the supervision of an administrator. Under conditions as specified in the precedingparagraph, the administrator that has taken over the property andbusiness operations from the debtor in accordance with theprovisions of this Law shall hand over the property and businessoperations to the debtor, and the functions and powers to beexercised by the administrator as specified by this Law shall beexercised by the debtor. Article 74 The administrator that takes charge ofthe property and business operations may appoint a business managerof the debtor to take care of the business operations. Article 75 During the period of reorganization,the exercise of the security right over the specific property of adebtor shall be suspended. However, in the case of possible damageor marked depreciation of value of the security, which may impairthe secured creditor’s right, the secured creditor may apply withthe people’s court for resuming the exercise of his securityright. During the period of reorganization, the debtor oradministrator that borrows money for carrying on business maycreate a security on the loan. Article 76 In the case of another person’sproperty that is legally taken into possession by a debtor, if theobligee requests to take the property back during the period ofreorganization, the terms previously agreed upon shall bemet. Article 77 During the period of reorganization, nocapital contributor of a debtor may request for distribution ofprofits derived from his investment. During the period of reorganization, no director,supervisor or senior manager of a debtor may transfer to a thirdparty the equity of the debtor he holds, unless with the consent ofthe people’s court. Article 78 Under one of the followingcircumstances during the period of reorganization, the people’scourt shall, upon request by an administrator or an interestedparty, rule that the reorganization procedure should be terminatedand shall declare the debtor bankrupt: (1) where the business operations and financialposition of the debtor continue to deteriorate and there is no hopeof retrieval; (2) where the debtor indulges in fraud ormaliciously decreases his property, or commits any other act whichis obviously disadvantageous to his creditors; or (3) where the debtor commits such an act as tomake it impossible for the administrator to perform hisduties. Section 2 Formulation of and Approval for aReorganization Plan Article 79 A debtor or administrator shall, withinsix months from the date when the people’s court rules that thedebtor should undergo reorganization, submit a draft plan forreorganization to the people’s court and the creditors’ meeting atthe same time. Upon request made by a debtor or administratorbefore the expiration of the period as specified in the precedingparagraph and on justifiable grounds, the people’s court may rulethat the period should be extended for three months. Where a debtor or administrator fails to submit adraft plan for reorganization on schedule, the people’s court shallrule that the procedure for reorganization should be terminated anddeclare the debtor bankrupt. Article 80 Where it is the debtor who manages hisown property and business operations, a draft plan forreorganization shall be formulated by the debtor. Where it is the administrator who is in charge ofmanagement of the property and business operations, the draft planfor reorganization shall be formulated by theadministrator. Article 81 A draft plan for reorganization shallcontain the following: (1) the debtor’s plan for businessoperations; (2) classification of the creditors’claims; (3) the plan for the adjustment of theclaims; (4) the plan for payment of the claims; (5) the period of time for implementing thereorganization plan; (6) the period of time for supervising theimplementation of the reorganization plan; and (7) other plans conducive to the debtor’sreorganization. Article 82 For the creditors holding the followingcategories of the claims to attend the creditors’ meeting at whichthe draft plan for reorganization is to be discussed, they shall begrouped according to the following categories of the claims when avote is taken on the draft plan for reorganization: (1) the secured claims on the debtor’s specificproperty; (2) the wages, subsidies for medical treatment,injuries and disability and the pensions for the disabled and thefamilies of the deceased which the debtor owes, the basic old-ageinsurance premiums and the basic medical insurance premiums whichhe owes and fails to enter in the employees’ personal accounts, andthe compensations which should be paid to the employees asprescribed by relevant laws and administrativeregulations; (3) the taxes the debtor fails to pay;and (4) the common claims. For a vote on the draft plan for reorganization,the people’s court may, when necessary, decide to form a group ofsmall-claim creditors under the category of the commonclaims. Article 83 It shall not be stipulated in areorganization plan that the social insurance premiums which adebtor fails to pay, other than the ones which are specified underSubparagraph (2) in the first paragraph of Article 82 of this Lawshould be reduced or exempted. The creditor involved in the saidones shall not take part in the voting of the draft plan forreorganization. Article 84 The people’s court shall, within 30days from the date when it receives a draft plan forreorganization, convene a creditors’ meeting for a vote on thedraft. When more than half of the creditors in votinggroup for the same category of claims who are present at thecreditors’ meeting agree to a draft plan for reorganization andthey represent two-thirds or more of the total amount of the saidcategory of claims, the draft shall be deemed to be adopted by thegroup. The debtor or administrator shall give anexplanation of the draft plan for reorganization at the creditors’meeting and answer inquiries. Article 85 Representatives of the capitalcontributors of a debtor may, as non-voting participants, attendthe creditors’ meeting to discuss a draft plan forreorganization. Where a draft plan for reorganization involves theadjustment of the rights and interests of capital contributors, agroup of capital contributors shall be formed to vote on thematter. Article 86 When all the voting groups agree toadopt a draft plan for reorganization, the draft shall be deemed tobe adopted. The debtor or administrator shall, within 10 daysfrom the date when the plan for reorganization is adopted, applywith the people’s court for approval of the plan. Where uponexamination, the people’s court deems that the application complieswith the provisions of this Law, it shall, within 30 days from thedate when it receives the application, decide to grant approval,terminate the procedure for reorganization and announceit. Article 87 Where a draft plan for reorganizationis not adopted by some of the voting groups, the debtor oradministrator may consult with those groups. The said groups maytake another vote after consultation. The result of consultationshall not damage the interests of the other votinggroups. Where a voting group that does not adopt a draftplan for reorganization refuses to take another vote on it or thedraft plan is not adopted even by a second vote but it meets thefollowing conditions, the debtor or administrator may apply withthe people’s court for approval of the draft plan: (1) according to the draft plan forreorganization, the claims as specified in Subparagraph (1) underthe first paragraph of Article 82 of this Law will be paid in fullas far as the specific property is concerned, the losses caused bypostponed payment will be compensated for in a fair manner, and thesecured interests will not be substantially impaired, or the votinggroups concerned have adopted the draft plan forreorganization; (2) according to the draft plan forreorganization, the claims as specified in Subparagraphs (2) and(3) under the first paragraph of Article 82 of this Law will bepaid in full, or the voting groups concerned have adopted the draftplan for reorganization; (3) according to the draft plan forreorganization, the proportion for repayment of the common claimswill not be lower than that as allotted under the procedures forbankruptcy liquidation at the time when the draft plan is submittedfor approval, or the voting groups concerned have adopted the draftplan; (4) in the draft plan for reorganization, therights and interests of capital contributors are adjusted in a fairand impartial manner, or the group of capital contributors hasadopted the draft plan; (5) in the draft plan for reorganization, membersof the same voting group are treated fairly, and the order arrangedtherein for payment of the claims does not contravene theprovisions of Article 113 of this Law; and (6) the debtor’s plan for business operations isfeasible. Where upon examination, the people’s court deemsthat the draft plan for reorganization complies with the provisionsof the preceding paragraph, it shall, within 30 days from the datewhen it receives the application, decide to grant approval,terminate the procedure for reorganization and announceit. Article 88 Where a draft plan for reorganizationis not adopted and is not approved according to the provisions ofArticle 87 of this Law, or a draft plan, though adopted, is notapproved, the people’s court shall rule that the procedure forreorganization should be terminated and shall declare the debtorbankrupt. Section 3 Implementation of a ReorganizationPlan Article 89 A reorganization plan shall beim |
企业破产法中英文-EnterpriseBankruptcyLawofChina-2007.6.1 企业破产法职工补偿金
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