Order of the President of the People’s Republic of China
No. 54 The Law of the People’s Republic of China on Enterprise Bankruptcy, which has been adopted at the 23rd meeting of the Standing Committee August 27, 2006 Law of the People’s Republic of China on Enterprise Bankruptcy (2006) (Adopted at the 23rd meeting of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on
Table of Contents Chapter II Application and Acceptance Section I Application Section II Acceptance Chapter III Custodian Chapter IV Assets of Debtors Chapter V Bankruptcy Expenses and Community Debts Chapter VI Declaration of the Creditor’s Rights Chapter VII The Meeting of Creditors Section I Common Provisions Section II Committee of Creditors Chapter VIII Rectification Section I Application for and Period of Rectification Section II Formulation and Approval of a Rectification Plan Section III Implementation of a Rectification Plan Chapter IX Reconciliation Chapter X Bankruptcy Liquidation Section I Bankruptcy Declaration Section II Conversion and Distribution Section III Termination of the Procedures for Bankruptcy Chapter XI Legal Liabilities
Chapter XII Supplementary Provisions Article 1 The present Law is formulated to regulate the procedures of enterprise bankruptcy, fairly liquidate the credits and debts, safeguard Article 2 Where an enterprise legal person fails to pay off its debts, and that if its assets are not enough to pay off all the debts or if Where an enterprise legal person is under the aforesaid circumstance or it is obviously likely that it is incapable of paying off Article 3 The bankruptcy case shall be under the jurisdiction of the people’s court where the relevant debtor is domiciled. Article 4 Where the procedures for hearing a bankruptcy case are not prescribed in the present Law, they shall be subjected to the relevant Article 5 The procedures for bankruptcy, which have been initiated according to the present Law, shall have binding force upon the assets of Where any legally effective judgment or ruling made by a foreign court over a bankruptcy case involves any debtor’s asset within the Article 6 When hearing a bankruptcy case, the people’s court shall guarantee the legitimate rights and interests of the employers in the insolvent Chapter II Application and Acceptance Section I Application Article 7 A debtor, under the circumstance as prescribed in Article 2 of the present Law, may file an application with the people’s court Where the debtor fails to pay off its due debts, the creditor may file an application with the people’s court for rectification or Where an enterprise legal person has been dissolved without any liquidation or without completing the liquidation, and the relevant Article 8 When applying for bankruptcy, an Application for Bankruptcy and the related evidences shall be submitted to the people’s court: The following items shall be indicated in the Application for Bankruptcy: (1) Basic introduction of the applicant and the respondent; (2) Purpose of the application; (3) Facts and ground for the application; and (4) Other items that the people’s court deems necessary to be indicated. Where a debtor files an application, it shall submit the statement on financial status, checklist of debts, checklist of the creditor’s Article 9 Before the people’s court accepts an application for bankruptcy, the applicant may request for withdrawing its application. Section II Acceptance Article 10 Where a creditor files an application for bankruptcy, the people’s court shall, within 5 days as of the receipt of the application, Except for the circumstance as prescribed in the preceding paragraph, the people’s court shall decide whether or not to accept an Under any special circumstance where the term for accepting a case as prescribed in the preceding two paragraphs is required to be Article 11 Where the people’s court accepts an application for bankruptcy, it shall, within 5 days as of the day when the decision is made, Where a creditor files an application, the people’s court shall, within 5 days as of the day when a decision is made, serve it on Article 12 Where the people’s court decides not to accept an application for bankruptcy, it shall, within 5 days as of the day when the decision During the period from the day when the people’s court accepts an application for bankruptcy to the day when a bankruptcy is announced, Article 13 Where the people’s court accepts an application for bankruptcy, it shall meanwhile designate a bankruptcy custodian. Article 14 The people’s court shall, within 25 days as of the day when it decides to accept an application for bankruptcy, notify the relevant The following items shall be indicated in the aforesaid notice and announcement: (1) Names of the applicant and the respondent; (2) The time when the people’s court accepts the application for bankruptcy; (3) Term, address and points of attention in the declaration of the creditor’s rights; (4) Name of the custodian as well as the address where it undertakes its business; (5) Requirements that the debtors or asset holders of the debtor shall pay off the debts or deliver the assets; (6) When and where the first creditors’ meeting is held; and (7) Other items that the people’s court deems necessary to be notified and announced. Article 15 During the period from the day when the people’s court’s decision which accept the application for bankruptcy is served on the debtor (1) Well preserving the assets, seals and account books as well as documents under its occupation and management; (2) Working in light of the requirements of the people’s court and the bankruptcy custodian, and answering their inquiries faithfully; (3) Attending the creditor’s meeting as a nonvoting delegate and answering the creditor’s inquiries according to the fact; (4) Not leaving its domicile if without the permission of the people’s court; and (5) Not assuming any post of director, supervisor or senior manager in any other enterprise. The term “relevant personnel” as mentioned in the preceding paragraph refers to the legal representatives of an enterprise, which Article 16 After the people’s court accepts an application for bankruptcy, any repayment of debts made by a debtor to any individual creditors Article 17 After the people’s court accepts an application for bankruptcy, the debtors or asset holders of the debtor shall pay off the debts Where any debtor or asset holder deliberately violates the provisions of the preceding paragraph by paying off its debts or delivering Article 18 After the people’s court accepts an application for bankruptcy, the relevant custodian shall have the right to decide to unchain Where the bankruptcy custodian decides to continue a contract, the opposite party concerned shall continue to perform the contract Article 19 After the people’s court accepts an application for bankruptcy, the relevant measures for preserving the debtor’s assets shall be Article 20 After the people’s court accepts an application for bankruptcy, any civil action or arbitration related to the debtor, which has Article 21 After the people’s court accepts an application for bankruptcy, the relevant debtor’s civil action shall be filed to the very people’s Chapter III Custodian Article 22 A bankruptcy custodian shall be designated by the people’s court. Where it is considered at the creditors’ meeting that the custodian fails to perform or fulfill its duties and functions in a lawful The measures for designating bankruptcy custodians and deciding the remunerations for bankruptcy custodians shall be formulated by Article 23 A bankruptcy custodian shall, in accordance with the provisions of the present law, fulfill its functions and duties, report its The bankruptcy custodian shall attend the creditors’ meeting as a nonvoting delegate, report the fulfillment of its duties and functions Article 24 The post of a bankruptcy custodian may be assumed by a liquidation group comprised of personnel from relevant departments and organs The people’s court may, in light of the real status of a debtor and upon consulting the opinions of the relevant social intermediary Under any of the following circumstances, one may not assume the post of bankruptcy custodian: (1) Having a record of criminal punishment for deliberate crime; (2) Having been revoked of the relevant practice qualification certificate of related specialty; (3) Having any interest with the case; or (4) Any other circumstance under which the people’s court deems it improper for it to act as a bankruptcy custodian. Where an individual assumes the post of a bankruptcy custodian, he shall purchase the responsibility insurance for practice. Article 25 A bankruptcy custodian shall fulfill the following functions and duties: (1) Taking over the asset, seals as well as the account books and documents of the debtor; (2) Surveying the financial status of the debtor and formulating the financial statements; (3) Determining the internal management of the debtor; (4) Determining the daily expenditure and other necessary expenditures of the debtor; (5) Determining, before the holding of the first meeting of creditors, whether to continue or terminate the debtor’s business; (6) Managing and disposing of the debtors’ assets; (7) Appearing in actions, arbitrations or any other legal procedures on behalf of the debtor; (8) Suggesting the hold of creditors’ meetings; and (9) Fulfilling other functions and duties that the people’s court believes it should perform. In the case of any separate provision on the bankruptcy custodian’s functions and duties in the present Law, it shall prevail. Article 26 Before the first meeting of creditors is held, where a bankruptcy custodian decides to continue or terminate the business operation Article 27 A bankruptcy custodian shall be diligent and devoted to their duties, and shall faithfully fulfill its (his) duties as well. Article 28 A bankruptcy custodian may, upon the approval of the people’s court, employ relevant work staff as it is necessary. The remunerations of a bankruptcy custodian shall be decided by the people’s court. In case the meeting of creditors has any objection Article 29 A bankruptcy custodian shall not quit its post without any justifiable reason. The resignation of a bankruptcy custodian shall be Chapter IV Assets of Debtors Article 30 The assets of a debtor refer to all the assets that belong to the debtor when an application for bankruptcy is accepted, as well Article 31 Within 1 year before the people’s court accepts an application for bankruptcy, the bankruptcy custodian has the right to request (1) Transferring the assets free of charge; (2) Trading at an obviously unreasonable price; (3) Offering asset guarantee to those debts without any asset guarantee; (4) Paying off the undue debts in advance; or (5) Giving up the creditor’s rights. Article 32 Within 6 months before the people’s court accepts an application for bankruptcy, where a debtor is under any circumstance as prescribed Article 33 Any of the following acts concerning the assets of a debtor shall be deemed as invalid: (1) Concealing or transferring the assets so as to avoid the debts; or (2) Fabricating any debt or acknowledging any inauthentic debt. Article 34 As for any asset of a debtor as obtained under any circumstance as prescribed in Article 31 , 32 or 33 of the present Law, the relevant Article 35 After the people’s court accepts an application for bankruptcy, where any capital contributor of a debtor fails to fulfill its obligation Article 36 In case any director, supervisor or senior manger takes advantage of his powers to obtain any abnormal income from his enterprise Article 37 After the people’s court accepts an application for bankruptcy, the bankruptcy custodian may take back its pledge or lien by means As to the payment of debts or substitutive guarantee, where the value of the pledge or lien is lower than that of the amount of the Article 38 After the people’s court accepts an application for bankruptcy, where what the relevant debtor occupies are not its own assets, the Article 39 When the people’s court accepts an application for bankruptcy, if the seller has sent the object matter to the debtor of the buyer Article 40 Where a creditor is indebted to its debtor before an application for bankruptcy is accepted, it may claim for offset against the (1) Where a debtor of the debtor obtains the creditor’s rights of any other party against the debtor after the application for bankruptcy (2) Where the creditor learns that a debtor is incapable of paying off its due debts or is in the process of applying for bankruptcy (3) Where a debtor of the debtor learns that the debtor is incapable of paying off its debts or is in the process of applying for bankruptcy, Chapter V Bankruptcy Expenses and Community Debts Article 41 The following expenses that occur after the people’s court accepts an application for bankruptcy shall be the bankruptcy expenses: (1) The legal fare on bankruptcy cases; (2) The expenses for managing, conversion and distributing the debtor’s assets; and (3) The expenses for the bankruptcy custodian’s fulfillment of its functions and duties, for its (their) remunerations and expenses for Article 42 The following debts that occur after the people’s court accepts an application for bankruptcy shall be community debts: (1) The debts generated when the bankruptcy custodian or debtor requests the opposite party concerned to perform a contract that is not (2) The debts generated from the custodial management of the debtor’s assets; (3) The debts generated from improper gains; (4) The labor cost for the continuance of business operation, social insurance premiums as well as other debts as incurred therefrom; (5) The debts generated from the damage that occurs during the performance of functions and duties by a bankruptcy custodian or other (6) the debts generated from any damage due to the debtor’s assets. Article 43 The bankruptcy expenses and community debts shall be paid off with the debtor’s assets at any time. Where the debtor’s assets are not enough to pay off all the bankruptcy expenses and community liabilities, the bankruptcy expenses Where the debtor’s assets are not enough to pay off the bankruptcy expenses or community liabilities, the liquidation shall be conducted Where the debtor’s assets are not enough to pay off the bankruptcy expenses, the relevant bankruptcy custodian shall apply with the Chapter VI Declaration of the Creditor’s Rights Article 44 The creditor enjoying the creditor’s rights against its debtor, when the people’s court accepts an application for bankruptcy, may Article 45 The people’s court shall, after accepting an application for bankruptcy, decide the time limit for a creditor to declare its creditor’s Article 46 When the relevant application for bankruptcy is accepted, any undue creditor’s rights shall be deemed as due. The calculation of the interests of any creditor’s right shall be ceased when the relevant application for bankruptcy is accepted. Article 47 As for any creditor’s rights attached with certain conditions or time limit or any creditor’s right that fails to be settled through Article 48 A creditor shall, within the time limit as decided by the people’s court, declare its creditor’s rights against the custodian. The wages, subsidies for medical treatment and disability and comfort and compensatory funds as owed by a debtor, the fundamental Article 49 Where a creditor declares its creditor’s rights, it shall make a written statement on the amount of the creditor’s rights and whether Article 50 The joint and several creditors may choose one of them to declare their creditor’s rights or may declare the creditor’s rights together. Article 51 Where the guarantor of a debtor or any other related joint and several debtor has paid off the liabilities on behalf of the debtor, Where the guarantor of a debtor or any other related joint and several debtor has not yet paid off the debts on behalf of the debtor, Article 52 Where several joint and several debtors are ruled to be subjected to the procedures as prescribed in the present law, the creditors Article 53 Where a bankruptcy custodian or creditor unchains a contract in accordance with the provisions of the present law, the opposite party Article 54 Where a debtor is the entrusting party of an entrustment contract which has been ruled to be subjected to the procedures as prescribed Article 55 Where a debtor is a remitter of bills which have been ruled to be subjected to the procedures as prescribed in the present law, if Article 56 Within the time limit for declaration of the creditor’s rights as decided by the people’s court, if the creditor fails to claim its Where a creditor fails to declare its creditor’s rights in accordance with the provisions of the present law, it may not exercise Article 57 Where a bankruptcy custodian receives the declaration materials on the creditor’s rights, it shall register them into a book, conduct The form of the creditor’s rights and the declaration materials of the creditor’s rights shall be kept by the relevant bankruptcy Article 58 The form of the creditor’s rights formulated pursuant to the provisions of Article 57 of the present law shall be submitted to the Where the relevant debtors and creditors have no objection to the form of the creditors’ rights, it shall be ruled and confirmed by Where any debtor or creditor has any objection to the form of the creditors’ rights, it may file an action to the people’s court that Chapter VII The Meeting of Creditors Section I Common Provisions Article 59 The creditor declaring its creditor’s rights according to law shall be a member of the creditors’ meeting, and have the right to Any creditor whose creditor’s right has not yet been decided may not be enpost_titled to exercise its right to vote, unless the people’s Any creditor, which has the right to make guarantee on the particular assets of its debtor and has not given up the priority right A creditor may entrust its agent to attend the creditors’ meeting and exercise the right to vote. When an agent attends the creditors’
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