庭外重组与庭内重整的衔接机制研究

A Study on the Connection Mechanism between Out-of-Court Restructuring and In-Court Reorganization

摘要: 2025年9月《企业破产法(修订草案)征求意见》的发布，在法律层面明确了庭外重组与庭内重整程序的衔接机制。基于我国现阶段庭外重组和庭内重整的发展趋势，彼此作为拯救困境企业的程序通道，正确处理好二者的关系有助于尽早地帮助困境企业重获新生。但当前这两种拯救困境企业的方式存在着现实困境，因此需要选择预重整制度，能够进一步对庭外重组以及庭内重整进行有效的合理衔接。同时，需要对预重整制度进行进一步设计，首先需要在立法层面明确设立预重整，之后在法律的框架下完善相应路径，重点关注信息披露的问题，需要明确债务人、出资人、临时管理人各自的信息披露义务与内容，保障债权人能够基于其充分知情权做出决策，与此同时围绕这一义务构建预重整的相关路径。

Abstract: In September 2025, the Standing Committee of the National People’s Congress released the Enterprise Bankruptcy Law (Revised Draft) for Public Comment, which establishes at the legislative level a mechanism for linking out-of-court restructuring with in-court reorganization proceedings. Based on the current development trends of out-of-court restructuring and in-court reorganization in China, these two procedural channels serve as complementary pathways for rescuing distressed enterprises. Properly handling the relationship between them is conducive to helping distressed enterprises regain vitality at an early stage. However, both approaches currently face practical difficulties in saving troubled businesses. Therefore, it is necessary to adopt a pre-packaged reorganization system that can effectively and reasonably bridge out-of-court restructuring and in-court reorganization. At the same time, further design of the pre-packaged reorganization system is required. First and foremost, the pre-packaged reorganization should be explicitly established at the legislative level, after which its corresponding pathways can be refined within the legal framework. Particular attention should be paid to the issue of information disclosure. It is necessary to clarify the respective information disclosure obligations and content of the debtor, the contributing shareholders (or equity holders), and the interim administrator, so as to ensure that creditors can make decisions based on their right to full information. Concurrently, the relevant pathways for pre-packaged reorganization should be constructed around this obligation.