(Pub. L. 95-598, Nov. 6, 1978, 92 Stat. 2638; Pub. L. 98-353, title
III, Sec. 513, July 10, 1984, 98 Stat. 387; Pub. L. 109-8, title
III, Secs. 321(d), 330(b), title VII, Sec. 708, Apr. 20, 2005, 119
Stat. 95, 101, 126; Pub. L. 111-327, Sec. 2(a)(36), Dec. 22, 2010,
124 Stat. 3561.)
HISTORICAL AND REVISION NOTES
Section 1141(d) of the House amendment is derived from a
comparable provision contained in the Senate amendment. However,
section 1141(d)(2) of the House amendment is derived from the House
bill as preferable to the Senate amendment. It is necessary for a
corporation or partnership undergoing reorganization to be able to
present its creditors with a fixed list of liabilities upon which
the creditors or third parties can make intelligent decisions.
Retaining an exception for discharge with respect to
nondischargeable taxes would leave an undesirable uncertainty
surrounding reorganizations that is unacceptable. Section
1141(d)(3) is derived from the Senate amendment. Section 1141(d)(4)
is likewise derived from the Senate amendment.
SENATE REPORT NO. 95-989
Subsection (a) of this section makes the provisions of a
confirmed plan binding on the debtor, any entity issuing securities
under the plan, any entity acquiring property under the plan, and
any creditor, equity security holder, or general partner in the
debtor, whether or not the claim or interest of the creditor,
equity security holder, or partner is impaired under the plan and
whether or not he has accepted the plan. There are two exceptions,
enumerated in paragraph (2) and (3) of subsection (d).
Unless the plan or the order confirming the plan provides
otherwise, the confirmation of a plan vests all of the property of
the estate in the debtor and releases it from all claims and
interests of creditors, equity security holders and general
Subsection (d) contains the discharge for a reorganized debtor.
Paragraph (1) specifies that the confirmation of a plan discharges
the debtor from any debt that arose before the date of the order
for relief unless the plan or the order confirming the plan
provides otherwise. The discharge is effective against those claims
whether or not proof of the claim is filed (or deemed filed), and
whether or not the claim is allowed. The discharge also terminates
all rights and interests of equity security holders and general
partners provided for by the plan. The paragraph permits the plan
or the order confirming the plan to provide otherwise, and excepts
certain debts from the discharge as provided in paragraphs (2) and
Paragraph (2) of subsection (d) makes clear what taxes remain
nondischargeable in the case of a corporate debtor emerging from a
reorganization under chapter 11. Nondischargeable taxes in such a
reorganization are the priority taxes (under section 507) and tax
payments which come due during and after the proceeding under a
deferred or part-payment agreement which the debtor had entered
into with the tax authority before the bankruptcy proceedings
began. On the other hand, a corporation which is taken over by its
creditors through a plan of reorganization will not continue to be
liable for nonpriority taxes arising from the corporation's
prepetition fraud, failure to file a return, or failure to file a
timely return, since the creditors who take over the reorganized
company should not bear the burden of acts for which the creditors
were not at fault.
Paragraph (3) specifies that the debtor is not discharged by the
confirmation of a plan if the plan is a liquidating plan and if the
debtor would be denied discharge in a liquidation case under
section 727. Specifically, if all or substantially all of the
distribution under the plan is of all or substantially all of the
property of the estate or the proceeds of it, if the business, if
any, of the debtor does not continue, and if the debtor would be
denied a discharge under section 727 (such as if the debtor were
not an individual or if he had committed an act that would lead to
a denial of discharge), the chapter 11 discharge is not granted.
Paragraph (4) authorizes the court to approve a waiver of
discharge by the debtor.
HOUSE REPORT NO. 95-595
Paragraph (2) [of subsec. (d)] makes applicable to an individual
debtor the general exceptions to discharge that are enumerated in
section 523(a) of the bankruptcy code.
2010 - Subsec. (d)(5)(B)(iii). Pub. L. 111-327, Sec. 2(a)(36)(A),
added cl. (iii).
Subsec. (d)(5)(C). Pub. L. 111-327, Sec. 2(a)(36)(B), substituted
"the court may grant a discharge if," for "unless" in introductory
provisions and inserted concluding provisions.
2005 - Subsec. (d)(2). Pub. L. 109-8, Sec. 321(d)(1), substituted
"A discharge under this chapter does not discharge a debtor who is
an individual" for "The confirmation of a plan does not discharge
an individual debtor".
Subsec. (d)(5). Pub. L. 109-8, Sec. 321(d)(2), added par. (5).
Subsec. (d)(5)(C). Pub. L. 109-8, Sec. 330(b), added subpar. (C).
Subsec. (d)(6). Pub. L. 109-8, Sec. 708, added par. (6).
1984 - Subsec. (a). Pub. L. 98-353, Sec. 513(a), substituted "any
creditor, equity security holder, or general partner in" for "any
creditor or equity security holder of, or general partner in,".
Subsec. (c). Pub. L. 98-353, Sec. 513(b), amended subsec. (c)
generally. Prior to amendment, subsec. (c) read as follows: "After
confirmation of a plan, the property dealt with by the plan is free
and clear of all claims and interests of creditors, of equity
security holders, and of general partners in the debtor, except as
otherwise provided in the plan or in the order confirming the
EFFECTIVE DATE OF 2005 AMENDMENT
Amendments by Pub. L. 109-8 effective 180 days after Apr. 20,
2005, with amendments by sections 321(d) and 708 of Pub. L. 109-8
not applicable with respect to cases commenced under this title
before such effective date, except as otherwise provided, and
amendment by section 330(b) of Pub. L. 109-8 applicable with
respect to cases commenced under this title on or after Apr. 20,
2005, see section 1501 of Pub. L. 109-8, set out as a note under
section 101 of this title.
EFFECTIVE DATE OF 1984 AMENDMENT
Amendment by Pub. L. 98-353 effective with respect to cases filed
90 days after July 10, 1984, see section 552(a) of Pub. L. 98-353,
set out as a note under section 101 of this title.