Directors' Obligations And Civil Liability Study

The organs of company include shareholder meeting, and directorate. Directorate occupies the most important position in the organs of company. To encourage the directors to manage the company and earn more profits, and also to prevent them abuse their right, on the one hand the company laws in many countries endue the directors with more rights, on the other hand they also prescribe obligations of them.Based on the situation of our company legislation, especially the latest revise of our company legislation in 2005, and the reference of the laws in other countries, this article studies the obligation and the civil duty of the managers of the company——directors.The first part is the analysis of the foundation that the directors undertake the duty and the obligation. To define the obligation and the duty of the directors, we should define their foundation at first. So it is necessary to know the definition of the directors, the relationship between the company and the directors , and the relationship between the shareholders and the directors . Based on the research of the views and practice of other countries, this part gives a clear idea about the definition and the qualification of the directors, and it also gives the opinion of the author about the relationship mandate.The second part is the expatiation of the obligation of the directors. This part is the core of this article and it is divided into two...