外商投资企业进行清算的，应根据不同情况进行。如果企业出现了资不抵债的情况，应当按《破产法》的规定进行破产清算。本期向大家介绍一下破产清算程序。
The liquidation of foreign invested enterprises varies due to different situations. In case of asset value of the enterprise is less than its issued debt, the Law of Enterprise Bankruptcy would govern. We will introduce the procedures for bankruptcy liquidation.
破产清算是指由人民法院指定成立的清算组织，依据破产程序对破产企业的债权、债务及财产进行清理和处理，并将破产财产公平地分配给破产企业债权人的过程。
Bankruptcy liquidation refers to the process that the liquidation organization appointed by the people’s court resolves the debts and credits and distributes the property to the creditors by fair share allocation.
破产清算程序通常为：
The procedures usually follow:
⒈宣告破产
Announcement of bankruptcy
所谓破产宣告，是指受理破产案件的法院对债权人或债务人所在地提出的破产申请，经审查认定后，宣告债务人破产的法律行为，破产宣告是破产程序进入实质阶段的标志。
Where the people’s court announces a debtor bankrupt for the application filed by creditors or debtors after examination, the bankrupt liquidation enters into a substantial process.
企业因经营不善造成严重亏损、无力清偿到期债务，其债权人可以向债务人所在地人民法院申请宣告债务人破产还债。同时，该企业作为债务人也可以自行向法院申请宣告破产。
Where an enterprise has a great deficit caused by poor management and fails to clear off its debt as due, its creditor may file an application with the people’s court for bankruptcy liquidation. Meanwhile, the enterprise, as the debtor, may also file an application with the people’s court for bankruptcy liquidation.
债务人确属严重亏损，不能清偿还到期债务的，而且债务人与其债权人间不能和解或和解无效，由人民法院裁定，宣告企业破产。
In case that the debtor fails to clear off its debt as due and fails to adopt a compromise or the compromise is held invalid, the people’s court will decide to announce the bankruptcy of the enterprise.
⒉破产公告与申报债权
Announcement of acceptance and declaration of the creditor’s right
法院应在裁定宣告进入破产还债程序后，进行破产公告。破产公告一般应当刊登在专门公告刊物上，同时应加盖人民法院的印章。
The people’s court shall notify the relevant creditors and announce its decision as well when it decides to accept an application for bankruptcy. The announcement shall be published in special publication with stamp of the people’s court.
公告中应当载明确宣告企业破产的日期、破产企业的名称、破产企业的资产情况、基本负债情况、宣告债务人破产的理由和法律根据、告知（新）债权人申请债权的期限、地点和逾期未报债权的法律后果、破产清算组成员的姓名、住所及地点等。
The matters shall be indicated in the aforesaid announcement include the date when the people’s court accepts the application for bankruptcy, the name of the enterprise, the capital and proverty status of the enterprise, the reasons and legal basis of the bankruptcy, the term, address and points of attention in the declaration of the creditor’s right and nams of the members of bankruptcy organization as well as the address where it undertakes its business.
债权申报是债权人参加破产程序行使权利的基础。债权人应在规定时间内申报债权。逾期未申报债权的，视为放弃债权。
Declaration of the creditor’s rights is the foundation for the creditor to exercise the right in bankruptcy liquidation. The creditor shall conduct it within the time limit. Where the creditor fails to declare on time, it deems that the creditor gives up its credit.
⒊成立清算组织
Establishment of the liquidation organization
破产清算组织是指破产宣告后依法成立的，全面接管破产企业的专门机构，并在法院的指挥和监督之下总管破产清算事务。
Bankruptcy liquidation organization is established after the bankrupt announcement in accordance with laws and regulations, which shall totally take over the enterprise and manage the liquidation under the direction and supervision of the court.
⒋确定破产财产
Determination of bankruptcy property
破产财产通常由下列财产构成：
Bankruptcy property comprises the following property:
宣告破产时属于破产企业经营管理的全部财产。包括破产宣告时破产企业享有所有权的财产，诸如有形财产、无形财产、货币和有价证券、投资权益等。但是，已作为担保物的财产不属于破产财产；担保物的价款超过其他所担保的债务数额的，超过部分属于破产财产。
All property that the bankrupt enterprise operated and managed at the time bankruptcy was announced, including the property that the enterprise has already taken ownership at the time of the announcement, such as tangible property, intangible property, currency and securities bonds or interests from investment. However, property that already constitutes security collateral is not bankruptcy property; the portion of the value of the security collateral exceeding the amount of the debt that it secures is bankruptcy property.
5．召开债权人会议
Creditors’ meeting
债权人可以组成债权人会议，通过破产财产的处理和分配方案。债权人会议是债权人全体参加破产程序的意思表示机关。
The creditors can hold creditors’ meeting to adopt a plan for the disposition and distribution of bankruptcy property; and the creditors’ meeting is an organ of expression of intent for all the creditors who attend the bankrupt procedures.
⒏处理与分配破产财产
Disposition and distribution of bankruptcy property
破产财产和破产债权确定后，就可对破产财产进行处理和分配。清算人应提出破产处理与分配方案，经债权人会议讨论通过，报请人民法院裁定后执行。
When the bankruptcy property and bankruptcy credit have been determined, the bankruptcy property can be distributed. The distribution plan for the bankruptcy property shall be proposed by the liquidation organization, adopted by the creditors meeting and submitted to the people’s court for judgment before implementation.
⒐破产终结
Conclusion of the procedures for bankruptcy
破产程序进行中，如发生了破产程序终结的法定原因时，由法院裁定终结破产程序。
During the process of bankruptcy procedure, the court shall terminate the procedures for bankruptcy in case of the statutory reasons occurs.
按照我国破产法的规定，破产程序终结的情形有：
Under the provisions of the Bankruptcy Act in China, the circumstances that may cause the conclusion of the procedures for bankruptcy include:
（1）债务人能够执行和解协议的
When the creditors is able to implement the settlement
在破产程序进行中，债务人或者破产人申请和解，经与债权人会议达成和解协议，并经法院认可后，破产程序应当终结。
After the people’s court accepts an application for bankruptcy, if the relevant debtor and all the creditors conclude an agreement on settlement of credits and debts by themselves, they may request the court to confirm it and terminate the procedures for bankruptcy.
（2）破产财产不足以支付破产费用的
When the assets fails to clear off the bankrupt expenses
清算组在清算过程上，发现债务人的财产或者破产财产不足清偿破产费用和共益债务，应报告人民法院，申请宣告破产程序终结。
Where the debtor’s assets are not enough to clear off the bankrupt expenses, the relevant bankruptcy administrator shall apply with the people’s court for concluding the procedures for bankruptcy.
（3）破产财产分配完毕的，由人民法院裁定终结破产程序
Upon conclusion of a conclusive distribution, The people’s court shall make a decision on whether to conclude the procedures.
人民法院作出破产程序的裁定一经作出，破产程序即告终结，未得到期清偿的债权不再清偿。但在破产终结后一定期限内，发现原破产企业尚有可分配的财产时，应给予债权人追加分配。
After the termination of bankruptcy proceedings, claims that have not been repaid shall no longer be repaid. But within a certain period of time after the procedures for bankruptcy are concluded, where the bankrupt has any other asset that shall have been distributed. a creditor may request the people’s court to make an additional distribution.
破产程序终结后，应当由清算组织向破产企业原登记机关办理注销登记，并发布公告。至此，破产企业的法人资格彻底消灭，没有得到期清偿的债权即行消灭，不再受偿。破产企业进行注销登记后，人民法院应当宣布清算组织撤销。
After the conclusion of the bankruptcy proceedings, the liquidation organization shall handle the procedures for the cancellation of registration at the original registration authorities of the bankrupt enterprise. Up to this step, the qualification as a legal person for the enterprise vanishes. After the termination of bankruptcy proceedings, claims that have not been repaid shall no longer be repaid. After the cancellation of registration, the court shall declare the rescission of the liquidation organization.
