Research On Company Director's Civil Liability System

Company director's civil liability system is an important legal system of modern company management structure. This article is trying to give a research on this system through three parts. Part one is about the classification and definition of director and its legal status. It starts with the definition of director, pointing out that director refers to the principal who has the rights to attend directorate meetings, participate in decision-making of company's important management affair and delegate the company, including board chairman, vice board chairman, executive director, director, administrative officer and syndic. At the same time, this article takes the legal status of director (namely the relationship between director and company) for the basis of establishing director liability. This kind of relationship has many theories such as entrustment, deputing and commission regarding to different legal culture tradition of different countries. But the Author thinks it should be more proper if defining it as ''legal". Part two is about director's liability and how to perfect it by making new law. This part is divided into two aspects. The first is about the research on director's notice liability system. UK and USA law system always confirms this regulation which is lacked in our Company Law and should be supplied. The second is about the research on director's loyal liability. UK and USA law system, especially Britain Company Law, has relatively overall request over director's loyal liability. Our company law has some of this kind of regulations, but not perfect and should be completed. Part Three discusses on director's civil liability. This part is divided into two aspects. The first one mainly discusses on the civil liability of director to the company. The two law system respectively has different rules on the legal relationship between company and director, but both acknowledged that director should have civil compensative liability for the company. As to temporize Our Company Law to the law-making of the Company Law all over the world, we expand the rights of director and directorate, and meanwhile enhance the liability of board members and confirm in law at the first time that company's director should shoulder civil liability for the company. The second mainly discusses on director's civil liability' for a third party. The two law systems have different opinion on this kind of civil liability, but the author thinks this kind of liability appeared legally and should be a legal liability. Our current Company Law almost hasn't had any rules of director's civil liability for a third party. We should temporize to the world's lawmaking by adding the rules of director's civil liability for a third party and by commanding director to shoulder related responsibilities with company when he is responsible for the company's bankruptcy for his misuse of authority and when he has other rules-breaking actions.