Nowadays, the debt ratio of social assets and the pressure of economic downturn are constantly increasing, so many emerging industries are constantly emerging, and huge debts have been generated in the process of "three reductions, one reduction, and one supplement". As one of the important ways of debt restructuring, debt-to-equity swap has become a choice for many enterprises to deal with debt crisis. These enterprises use debt-to-equity swaps to reduce their debt ratios and improve their balance sheets, so that they can raise new funds, restore their own ability to continue operations, and avoid going bankrupt due to debt crises. However, enterprises adopting debt-to-equity swaps will face the problem of increasing tax burden, which is mainly due to the insufficient tax policies. At present, there is still a certain gap in the tax policy on debt-to-equity swap enterprise income tax, which still needs to be further improved. Therefore, we can improve the system of China's debt-to-equity swap enterprise income tax by refining the tax difficulties in debt-to-equity swap enterprise income tax, drawing on the relevant policies of the US debt-to-equity swap enterprise income tax, and combining with China's specific conditions.