Study Of The System Of Civil Liability Of Company Directors

Extending of directors' rights represent the trend of modern company development .With the market exchange growing rapidly ,it needs the leading status of director improved, if the company would do efficiently .Extending of directors' rights will make for the development of company, but the extending in excess will lead to the power abused and the parties damaged without the system of balance .In order to protect the profit of shareholder, creditor and public bitterly, it should limit the directors' rights and liabilities according to the law, which reflect some balance . In our company law, the rules related to director and liabilities are very general and difficult for using, and the legislation of the system of directors' liabilities insurance is void. So it is necessary to do some research on the theory of director and directors' liabilities, it will be helpful for the improvement of company legislation. This study focuses on the research of directors' liabilities and demonstrates the definition, the legal status, obligation of director, liability of director and its insurance. Furthermore, it also put forward some suggestion of improvement of our company law .The first Part is the analysis of the foundation that the directors undertake the duties and the liabilities. The legal status of director is the basement of the obligation and liability of director. To define the obligations and the liabilities of the director, we should define their foundation at first. So it is necessary to know the definition of the directors, the legal status of director in the company. Based on the research of the views and practice of other countries, this part gives a clear idea about the definition of the director. There are many views on the legal status of director and become the foundation of my comparing and analysis. On base of these views, I put forward some idea and suggestion for the legal status of Director. The second part proceeding with analyzing the inevitability of obligations of the directors, expatiates their two main obligations. It also expatiates our national regulations about the civil obligations of company director. Directors' rights and obligations are the basement of directors' liabilities discussed. The clarification of directors' obligations will be helpful for understanding the origin of directors' liabilities. This part is very important for demonstrating directors' liabilities. Moreover this Part also introduces the two essential directors' obligations and gives some suggestion for domestic legislation.The third part is the emphasis of the study. It clarifies that relationship between obligations and liabilities, and it classifies the directors' liabilities as for company and the third party. Finally, it also demonstrates the system of directors' liabilities including the character, the constitution and the implementing of it. On the base of above demonstrating, the idea and suggestion related to improvement of establishing the directors' liabilities, had been put forward.The last part, so far as a good kind of governance structure in corporation, we should indeed emphasize personal liability of the director and strengthen protection of the directors' interests. This article points out that director should not overtake the damage incurred by commercial risk in management meanwhile, it concludes that we should establish institution of exemption from liability of the director to promote the development of company system. Legal exemption, exoneration by party autonomy and liability insurance for director should be included in the sound system for exemption from liabilities of the director.