企业破产法修订对个人破产的小切口突破，是反复考量、妥协后的选择。 我国个人破产制度继续"破冰"中。 于上月公开征求意见的企业破产法修订草案，拟将解决企业破产产生的自然人连带责任债务问题，虽然 没能完全引入个人破产制度，但为个人破产入法开了有限的小口子。而在11月1日，我国第二部个人破 产地方法规也将在厦门正式实施。个人破产的地方实践，在深圳试点个人破产，浙江、江苏等多地探索 个人债务集中清理之后，又将添新例。 近几年，党中央、国务院在发布的多个重要文件中强调了健全破产制度工作，各界对建立健全个人破产 制度的呼声也越发强烈。 2018年10月24日，时任最高人民法院院长周强在十三届全国人大常委会第六次会议上作《人民法院解 决"执行难"工作情况的报告》时，建议推动建立个人破产制度。2019年2月发布的最高人民法院"五 五"改革纲要将"研究推动建立个人破产制度及相关配套机制"确定为司法改革重要任务之一，并部署开 展个人破产审判试点工作。同年6月，国家发展改革委、最高人民法院等13部门联合印发了《加快完善 市场主体退出制度改革方案》，明确提出逐步建立全面的个人破产制度。 2024年，党的二十届三中全会则提出，"探索建 ...

破产法修订草案提请审议，债券市场违约处 置法制化程度迎来重大升级 www.lhratings.com 研究报告 1 联合资信 研究中心 |陈 茵|林 青|郝 帅 2025 年 9 月 8 日，企业破产法修订草案首次提请十四届全国人大常委会第 十七次会议审议。此次修订有助于健全社会主义市场经济体制，也从基础 制度层面为债券市场的健康发展提供了有力保障，具有重要的时代意义和 深远影响。 引言 2025 年 9 月 8 日，企业破产法修订草案首次提请十四届全国人大常委会第十七 次会议审议，引发市场关注，这是自 2007 年现行破产法施行以来首次全面修订，标 志着我国市场经济基础性法律制度迎来重大升级。从债券市场的角度来看，此次修订 不仅回应了多年来市场反映的突出问题，更从法律层面为债券市场的健康发展提供了 有力保障，对提升市场效率、保护投资者权益、防范系统性风险具有重要意义。本文 从修订草案的主要变化和对债券市场的影响方面展开分析。 一、破产法修订草案主要变化 此次修订草案共 16 章 216 条，在现行企业破产法 12 章 136 条的基础上，新增小 型微型企业破产程序的特别规定、合并破产、金融机构破产、跨国破产 ...

Group 1 - The core viewpoint emphasizes the necessity of revising the bankruptcy law to enhance the market exit mechanism, which is essential for fostering fair competition and optimizing resource allocation [1][2][3] - The current bankruptcy law, in effect since 2007, has played a crucial role in facilitating orderly exits of enterprises, promoting debt resolution, and protecting creditor rights, but it has become inadequate due to evolving economic conditions and industry structures [1][2] - The revision aims to address issues such as lengthy procedures, high costs, and limited coverage, which hinder the timely exit of failing enterprises, particularly "zombie companies" that occupy resources and stifle the growth of emerging industries [1][2] Group 2 - A well-functioning exit mechanism is deemed a necessary condition for fair competition, allowing for a healthy cycle of market entry and exit, which is vital for innovation and economic vitality [2][3] - The revision of the bankruptcy law is expected to provide a framework that balances the interests of creditors, investors, employees, and public welfare, preventing adverse chain reactions from abrupt bankruptcies [3] - The updated law will support the ongoing supply-side structural reforms and high-quality economic development by facilitating the clearance of "zombie companies" and reallocating resources to more dynamic sectors [3]

Core Viewpoint - The article discusses the significant amendments to the Enterprise Bankruptcy Law in China, marking its first revision in 18 years, with a focus on enhancing the efficiency of bankruptcy procedures and addressing the challenges faced by small and micro enterprises [3][6]. Summary by Sections Introduction - The draft of the revised Enterprise Bankruptcy Law has been presented for initial review, consisting of 16 chapters and 216 articles, which is a substantial increase from the previous 12 chapters and 136 articles [3]. Focus on Small and Micro Enterprises - The draft introduces special provisions for the bankruptcy procedures of small and micro enterprises, aiming to simplify the process and reduce costs, allowing for more efficient market exits or recoveries [6][7]. - However, the criteria for determining what constitutes a small or micro enterprise remain unclear, which may lead to implementation disputes [6][7]. Merging Bankruptcy Procedures - A new chapter on merging bankruptcy procedures for related enterprises has been added, establishing standards and principles for such cases, addressing the lack of national legal basis previously [7][8]. Coordination Mechanism - The draft introduces a bankruptcy work coordination mechanism, establishing a legal framework for government and court collaboration to address social issues arising from bankruptcies [10][11]. - This mechanism aims to improve the interaction between administrative and judicial processes, which is crucial for managing the broader impacts of bankruptcy [10]. Bankruptcy Prevention and Early Warning Mechanism - The draft emphasizes the importance of establishing a debtors' bankruptcy early warning mechanism, promoting information sharing and risk monitoring [12][13]. - While the draft proposes this mechanism, it lacks mandatory enforcement, which may limit its effectiveness [12][13]. Personal Bankruptcy Considerations - The draft addresses the issue of personal bankruptcy by allowing natural person shareholders who bear joint liability for corporate debts to clear their debts under certain conditions, marking a cautious step towards personal bankruptcy legislation [4][16]. - The article highlights the need for a phased approach to personal bankruptcy, focusing first on business-related debts before addressing consumer debts [17].

Core Viewpoint - The draft of the corporate bankruptcy law, which has undergone its first revision in 18 years, introduces significant changes, adding over 160 new and modified provisions, and aims to enhance the efficiency of bankruptcy proceedings and address existing shortcomings in the system [2][4]. Summary by Relevant Sections Legislative Changes - The draft consists of 16 chapters and 216 articles, significantly expanding from the current law's 12 chapters and 136 articles, marking a substantial overhaul of the bankruptcy framework [2]. - The revision aims to improve the orderly exit of businesses, promote fair competition, and optimize resource allocation in the market [2]. Focus on Small and Micro Enterprises - New provisions specifically cater to small and micro enterprises, allowing for simplified bankruptcy procedures, such as single-judge hearings and the absence of creditor committees, to reduce costs and enhance efficiency [4][6]. - However, the criteria for determining which enterprises qualify as small or micro remain vague, potentially leading to implementation disputes [4]. Coordination Mechanisms - The draft introduces a bankruptcy work coordination mechanism, establishing a legal basis for government and court collaboration in managing bankruptcy-related social issues, asset disposal, and credit restoration [7][8]. - This mechanism aims to address the intersection of bankruptcy law with other legal frameworks and social stability concerns [7]. Pre-Bankruptcy Measures - The draft emphasizes the importance of pre-bankruptcy preventive measures, proposing the establishment of a debtor bankruptcy warning mechanism to monitor and alert on debt risks [10][11]. - This approach aims to intervene early in financial distress situations, although it lacks mandatory enforcement [10]. Personal Bankruptcy Considerations - The draft addresses the contentious issue of personal bankruptcy by allowing natural person shareholders who bear joint liability for corporate debts to clear their debts under certain conditions, marking a cautious step towards personal bankruptcy legislation [3][13]. - The approach reflects a phased strategy, focusing first on business-related debts before addressing consumer debts [15].

Core Viewpoint - The revision of the Enterprise Bankruptcy Law, which has been in effect for 18 years, aims to modernize the bankruptcy legal framework, addressing practical challenges and enhancing the system's effectiveness in risk prevention and resolution [1][2]. Group 1: Key Features of the Revision - The revised draft expands from 12 chapters and 136 articles to 16 chapters and 216 articles, adding and modifying over 160 provisions to address shortcomings in the current law [2]. - The revision aims to improve the willingness to utilize bankruptcy procedures, enhance execution, and establish effective coordination between government and judicial bodies [2]. - New chapters on "merger bankruptcy" and "bankruptcy of financial institutions" have been introduced, enriching the bankruptcy legal toolkit [2]. Group 2: Financial Institution Bankruptcy - A dedicated chapter for "bankruptcy of financial institutions" has been added, recognizing the unique characteristics of financial institutions and their systemic importance [3]. - The scope of applicable institutions has been broadened to include trust companies, securities investment fund management companies, futures companies, and non-bank payment institutions, aligning with regulatory frameworks [3]. - Special rules for debt repayment have been established to protect financial consumers and the public, ensuring that financial stability funds have the same repayment priority as the entities they support [4]. Group 3: Risk Prevention and Coordination - The revision emphasizes the need for coordination between administrative measures and judicial bankruptcy processes, highlighting the importance of a comprehensive legal framework for financial risk management [5]. - Recommendations include modifying existing financial laws and establishing a unified legal framework for financial risk resolution [5]. Group 4: Optimization of Bankruptcy Procedures - The revision introduces mechanisms to enhance the efficiency of bankruptcy procedures, including a special pathway for small and micro enterprises [6]. - A new section specifically for small and micro enterprises aims to streamline the bankruptcy process, reducing costs and expediting case resolution [6]. - The special procedures for small enterprises allow for simplified management and quicker resolution timelines, ensuring a balance between creditor interests and the operational rights of business owners [6].

Core Points - The draft amendment to the Enterprise Bankruptcy Law, which has been in effect for 18 years, is undergoing its first major revision, with over 160 new and modified provisions aimed at addressing practical challenges and enhancing the legal framework for bankruptcy [1][2] - The revision emphasizes the importance of bankruptcy law as a fundamental legal system for market economy exit and risk management, aligning with modern bankruptcy law concepts [1][2] Group 1: Comprehensive Legal Revision - The amendment expands the existing law from 12 chapters and 136 articles to 16 chapters and 216 articles, addressing shortcomings in the current system [2] - Key issues such as low willingness to utilize bankruptcy procedures, execution difficulties, and ineffective coordination between government and courts are being tackled [2] - New provisions include the establishment of chapters for merger bankruptcy and bankruptcy of financial institutions, enriching the bankruptcy legal toolkit [2] Group 2: Financial Institution Bankruptcy - A dedicated chapter for "Bankruptcy of Financial Institutions" has been added, recognizing the unique characteristics of financial institutions and their systemic importance [3] - The scope of applicable financial institutions has been broadened to include trust companies, securities investment fund management companies, futures companies, and non-bank payment institutions [3] - Special rules for debt repayment have been established to protect financial consumers and the public, ensuring that financial stability guarantee funds have the same repayment priority as the entities they compensate [4] Group 3: Risk Prevention and Coordination - The need for coordination between administrative measures and judicial bankruptcy processes is emphasized, with a focus on developing a comprehensive legal framework for financial risk management [5] - Recommendations include modifying existing financial laws and establishing a unified system for financial risk disposal [5] Group 4: Optimizing Bankruptcy Procedures - The draft aims to enhance the efficiency of bankruptcy procedures, addressing concerns about lengthy processes and inefficiencies [6] - A special chapter for small and micro enterprises has been introduced, allowing for expedited bankruptcy processes tailored to their needs [6] - The special procedures for small and micro enterprises include simplified case handling, flexible management, and expedited timelines for resolution [6]

Core Viewpoint - The revision of the Enterprise Bankruptcy Law, after 18 years, aims to address practical challenges and enhance the legal framework for bankruptcy, reflecting modern bankruptcy law concepts and responding to market needs [2][4][6]. Group 1: Key Features of the Revision - The revision adds and modifies over 160 provisions, expanding the law from 136 to 216 articles, and introduces new chapters on financial institution bankruptcy and simplified procedures for small and micro enterprises [6][10]. - It emphasizes the importance of bankruptcy law as a fundamental tool for market exit and risk management, aiming to optimize the business environment and deepen supply-side structural reforms [6][8]. - The revision addresses issues such as low willingness to use bankruptcy procedures, difficulties in execution, and the need for better protection of creditor rights [6][8]. Group 2: Addressing Practical Challenges - The current law has limitations, including a narrow scope of application, inadequate management systems, and a lack of simplified bankruptcy procedures for small enterprises [4][5]. - The revision introduces a special chapter for financial institutions, recognizing their unique characteristics and establishing differentiated arrangements for their bankruptcy processes [10][11]. - It aims to improve the efficiency of bankruptcy procedures and provide a "green channel" for small and micro enterprises, allowing for quicker resolutions and reduced costs [15][16]. Group 3: Enhancements to Management and Protection Mechanisms - The revision strengthens the role of bankruptcy administrators, clarifying their responsibilities and enhancing oversight to protect creditor interests [20][21]. - A proposed bankruptcy guarantee fund aims to address the issue of "no assets to liquidate" cases, ensuring that bankruptcy procedures can proceed smoothly [21]. - New temporary measures are introduced to prevent "debt evasion" during the period between the bankruptcy application and court acceptance, enhancing asset protection [22][23]. Group 4: Future Directions and Legal Framework - The revision allows for the potential introduction of personal bankruptcy legislation based on pilot experiences, reflecting a cautious approach to expanding bankruptcy protections [8][12]. - It emphasizes the need for coordination between bankruptcy law and other financial regulations to create a comprehensive legal framework for financial risk management [12][13]. - The revision seeks to balance the interests of creditors and debtors, ensuring fair treatment while promoting efficient market exits for struggling enterprises [18][24].

Core Viewpoint - The draft amendment to the Enterprise Bankruptcy Law, proposed for the first time after 18 years, aims to modernize the bankruptcy legal framework, addressing practical challenges and enhancing the system's effectiveness in risk prevention and resolution [1][4]. Summary by Sections Current Legal Shortcomings - The existing bankruptcy law has significant limitations, including a narrow scope of application, an incomplete administrator system, and inadequate protection for creditor rights [2][3]. - Only 0.5% of companies were deregistered due to bankruptcy in 2024, indicating underutilization of the bankruptcy law [2]. Key Features of the Draft Amendment - The amendment expands the law from 12 chapters and 136 articles to 16 chapters and 216 articles, adding over 160 new and modified provisions [4]. - It emphasizes the importance of bankruptcy law as a fundamental tool for market exit and risk management, aiming to optimize the business environment and deepen supply-side structural reforms [4][5]. Financial Institutions - A new chapter specifically addressing the bankruptcy of financial institutions has been added, reflecting their unique characteristics and the need for differentiated arrangements [6][7]. - The amendment includes provisions for special debt repayment rules and enhances the connection between administrative risk management and judicial bankruptcy processes [6][7]. Small and Micro Enterprises - The draft introduces a special bankruptcy procedure for small and micro enterprises, aimed at improving efficiency and reducing costs associated with bankruptcy proceedings [10][11]. - This new procedure allows for quicker resolution of cases, with specific provisions for simplified management and expedited timelines [11]. Management and Oversight - The amendment strengthens the role and responsibilities of bankruptcy administrators, ensuring they operate independently while being supervised by creditors [15][16]. - A proposed "Bankruptcy Guarantee Fund" aims to address the issue of costs in bankruptcy cases where assets are insufficient to cover expenses [15][16]. Preventing "Debt Evasion" - New temporary measures are introduced to prevent debtors from transferring or hiding assets during the bankruptcy application process, enhancing the integrity of the proceedings [17][18]. - The draft also imposes strict obligations on debtors and their management to disclose financial information accurately and prohibits unnecessary expenditures during bankruptcy [18].

Core Viewpoint - The draft amendment to the Enterprise Bankruptcy Law has been submitted for review, aiming to comprehensively revise the existing law to better align with market dynamics and address prominent issues in the current legal framework [3][5]. Group 1: Legislative Changes - The current Enterprise Bankruptcy Law, in effect since 2007, has played a significant role in facilitating the orderly exit of business entities, promoting fair competition, and optimizing resource allocation [5]. - The draft consists of 16 chapters and 216 articles, with substantial additions and modifications exceeding 160 articles compared to the existing law [5]. Group 2: Reform Objectives - The amendment seeks to follow market rules, focus on outstanding issues, and steadily advance reforms while enhancing legal coordination [3][5].