On Civil Liability Of The Director Owing To The Creditor Of Corporation

The system of director’s civil liability to company creditors is main contents ofthe director’s liability system which is stipulated in the many countries’corporation law.It not only protects the company creditors better who are in relative disadvantage inthe company, but also to cetain extent restricts the increasing power acquired bydirectors. At the same time, this system remedies the defect in the system of thedirector’s limited liabilities, of the company organs etc，and appropriately enforces thedirector’s liabilities, which contributes to the balance among parties in the company,promotes fair transactions and enhances efficiency of the transactions, finallyimproves economic development.The article consists four parts.The first chapter analyses the theoretical basis of the director’s civil liability tocompany creditors. Author discusses,in the firist chapter,the necessity andsignificance of protecting the interests in the company acquired by company creditors,legal status of the directors and liabilities taken by the directors in the company,which offers a the theoretical surpport for directors’ civil liability to companycreditors.The directior’s civil liability to company creditor is based on the directorstake obligations to the company creditors under the principle of liabilities comingfrom obligations.The discussion of whether the directors take liability to the companycreditors, of what liabilities taken by the directors, of what reason for the liability, which establishes a fundamental theoretical support for the civil liabilites taken by thecompany to the company creditors.The second chapter discusses the nature of director’s civil liabilities to companycreditors. Author has a full knowledge of the nature after the reseach on, as well ascomparative analysis of, the nature of the direcitor’s civil liability to the companycreditors in civil law legal system and common law legal system. Countries in civillaw generally stipulate the nature as the special statutory liability, while countries incommon law deem it as the compounded liability consisted of tort liability, contractliability and the special statutory liability.The thrid chapter dicusses constitutive requirements of the director’s civilliability to company creditors and it is a complicated issue. Any legal liability shallhave constitutive requirements of the liability.The nature of libility decides theconstitutive requirements of legal liability. The second chapter dicusses the nature,therefor, which makes this chapter analyse the constitutive requirements of thedirector’s civil liabilities to company creditors. Author draws a conclusion about theconstitutive requirements after analysis of Japanese statutes of the constitutiverequirements as well as its theroies.The fourth chapter points out that the corporation law of P.R.C shall supplementthe system of director ’s liability to company creditors due to the defect of protectionof interests acquired by company creditors in the corporation law and relevantlegislation, and explains the significance of establishing the system of director’sliability to company creditors. Finally, author makes the specific legislative proposalof establishing of director’s civil liablility to company creditors.