Personal Liability Of Corporate Director To The Creditor

Liability of director to the creditor is an important component of the legislation of directors'liability in contemporary corporate law. As this institution adapts to the need for the protection of transaction safety, and conduces to protect the interests of third party, so it had been adopted by many countries in their corporate law legislation. For this institution has not been established in the legal system of our country, this thesis suggests it is necessary to build in our county. On the basis of the difference about the institution theory in our country, this Thesis by introducing of this institution forming in precedent law system and in continent law system prove and indicate that we should be on side of the corporate concrete system to analyze the reason of this institution about liability of directors to the creditor, not only the corporate nature theory.It is well known that Corporate Personality, Limited liability and Organization of the company as the foundation of the corporate institution have had an effect on the commodity economy ,but with development of the economy , these systems, self limitation shows out also gradually and it causes the Director abuses his rights and affects the benefit between corporate, creditor and debtor ,Especially ignoring the cost of agency in the condition of strict corporate personality in continent law .so this institution should be done in our country .then, this article indicate the character of this institution is special statutory duty. It will be used in special circumstance and It not only protect the benefit of the creditor, but also give incentive to director. So in the end , this thesis brings forwards its own suggestions on how to structure that system and make it available by means of analyzing corporate law theory. the article suggest that on the basis of the character of the damage ,the composing of the institution in the condition of direct damage be different of the indirect damage and matching with appropriate restricting and remit mechanism to encourage director enthusiasm in managing. And in order that the institution can be available in realization, the form of responsibility and claims is different, too. In the condition of direct damage the unreal joint liability can be useful, and in the condition of indirect damage the joint liability is better. No matter what the claims is direct, so the creditor can be charge the directors directly.