Chapter 7 vs. Chapter 11: What’s the Difference?

Chapter 7 vs. Chapter 11: An Overview

Companies in dire financial situations where bankruptcy is their best—or only—option have two main choices in the U.S.: Chapter 7 bankruptcy or Chapter 11 bankruptcy. Both are also available to individuals.

Under a Chapter 7 bankruptcy, the business closes its doors and its assets are sold off to pay its creditors. In a Chapter 11 bankruptcy, the company may continue to operate under court supervision.

Chapter 7

Chapter 7 bankruptcy is sometimes called liquidation bankruptcy. Businesses going through this type of bankruptcy are past the stage of recovery and must sell off assets to pay their creditors. The process works much the same for individuals.

The bankruptcy court will appoint a trustee to ensure that creditors are paid off in the correct order, following the rules of “absolute priority.”

Secured debt takes precedence over unsecured debt in bankruptcy, and the holders of secured debts are first in line to be paid off. Loans that are secured by a specific asset, such as a building or a piece of expensive machinery, are examples of secured debt.

Whatever assets and cash remain after all the secured creditors have been paid are pooled together and distributed to creditors with unsecured debt. Those would include bondholders and shareholders with preferred stock.

To qualify for Chapter 7 bankruptcy, the debtor can be a corporation, a small business, or an individual.

Individuals are also eligible for another form of bankruptcy, Chapter 13, in which the debtor agrees to repay at least a portion of their debts over a three- to five-year period under court supervision.

Chapter 11

Chapter 11 bankruptcy, also known as “reorganization” or “rehabilitation,” is the most complex and generally the most expensive form of bankruptcy. For that reason, it’s most often used by businesses rather than individuals. The businesses may be corporations, partnerships, joint ventures, or limited liability companies (LLCs).

Unlike Chapter 7, Chapter 11 allows a company to reorganize its debt and try to reemerge as a healthy business.

A Chapter 11 case starts with the filing of a petition in bankruptcy court. The petition may be voluntary, filed by the debtor, or involuntary, filed by creditors who want their money.

During Chapter 11 bankruptcy, the business will continue operating while taking initiatives to stabilize its finances, such as cutting expenses, selling off assets, and attempting to renegotiate its debts with creditors—all under the court’s supervision.

The Small Business Reorganization Act of 2019, which went into effect on February 19, 2020, added a new subchapter V to Chapter 11 designed to make bankruptcy easier and faster for small businesses, which the U.S. Department of Justice defined as “entities with less than about $2.7 million in debts that also meet other criteria.” The act “imposes shorter deadlines for completing the bankruptcy process, allows for greater flexibility in negotiating restructuring plans with creditors, and provides for a private trustee who will work with the small business debtor and its creditors,” the Justice Department says.

Chapter 7 vs. Chapter 11: Key Differences

Like Chapter 7, Chapter 11 requires the appointment of a trustee. However, rather than selling off all assets to pay back creditors, the trustee supervises the debtor’s assets and allows the business to continue.

It’s important to note that debt is not absolved in Chapter 11. The restructuring only changes the terms of the debt, and the company must continue to pay it back through future earnings.

If a company is successful in Chapter 11, it is typically expected to continue operating efficiently with its newly structured debt. If it is unsuccessful, it will file for Chapter 7 and liquidate.

How to Prevent Bankruptcy

Bankruptcy is generally a last resort for businesses and individuals alike. Chapter 7 will, in effect, put a business out of business, while Chapter 11 may make lenders wary of dealing with the company after it emerges from bankruptcy. A Chapter 7 bankruptcy will remain on an individual’s credit report for 10 years, and a Chapter 13 for seven.

Bankruptcy can be unavoidable. A business can go under during a severe recession. An individual can suffer a job loss or crushing medical expenses.

Still, many bankruptcies could have been avoided. One key, for both businesses and individuals, is to borrow judiciously. For a business, that could mean not expanding too rapidly. For an individual, it might mean not buying a larger home or a costlier car.

Before filing for bankruptcy, a business owner should consult with an outside attorney who specializes in bankruptcy law and discuss the alternatives.

Individuals are required by law to take an approved credit counseling course before they file. They may also have other resources available, such as a reputable debt relief company that can help them negotiate with their creditors. Investopedia publishes an annual list of the best debt relief companies.

The Bottom Line

Chapter 7 and Chapter 11 are two common options for businesses to declare bankruptcy.

Chapter 7 is considered a liquidation bankruptcy: it doesn’t require a repayment plan, but the business must sell some assets to pay creditors.

Chapter 11 is considered a reorganization bankruptcy that allows businesses to maintain their operations while creating a plan to repay creditors.