| Private bonds in the international financial market is a tool for corporate financing, private placement can be said to be the inevitable outcome of the development of the bond market. However, China’s private bonds especially private SMEs bonds started late, the development of the bond market is lagging behind, and there is not a mature market mechanism to regulate private bonds, since 2012 the implementation of small and medium sized enterprises in China, the number of successfully issued bonds is not high, the smaller the bond. China is now the bond market mainly concentrated in the primary market development, two market importance is not enough, the bond market failed to effect on the financing of enterprises to fully mobilize the enthusiasm, lack of market activity. Private debt is a new way of financing, the legal system is not perfect can not play a good role in regulating the market. Firstly, the concept of private bonds will be a concrete analysis in the first chapter, and compare the difference with other similar concepts, then get the characteristics of private debt, clear boundaries of private debt.In this paper, through the comparative research method, literature study, from the local Japan about the SME private bond legal system is more advanced and reasonable, put forward suggestions to improve the legal system of private bonds of small and medium-sized enterprises in china. Once again, will put emphasis on the small and medium enterprise private bond in our country appears the problems in the development of legal system in the third chapter. These problems include the legal definition of the concept of private bonds is not clear, the main issue is not clear, and offering to set up a perfect system of qualified investors etc..The first chapter mainly analysis on the concept of private bonds related to small and medium enterprises, to sum up the characteristics of private debt, private debt clear boundaries.There are second chapters put forward and analysis of China’s small and medium private bond legal system related to the problem and its causes.The third chapter makes a comparative study of Japan and America mature private bond legal system, analyzes its system characteristics and causes. The focus is American 33 years "Securities Law", "144" rules, D rules and 144 A rules "and" Japan "financial commodity trading law" were compared. In order for China’s small and medium private bond legal system perfect reference. Finally, through the analysis of the second chapter in the fourth chapter, from the provisions of the law system of the United States and Japan, China’s comprehensive economic, social and other aspects of the situation, put forward the legal system for the development of China’s private bond market.The fourth chapter in the SME private bond legal system of the existing problems in our country, China’s economic, social and other factors into consideration, reference to the provisions of relevant legislation, put forward suggestions for the development of China’s legal system of private bond market perfect. |