Research On The Civil Liability Of Director’s To The Third Party

In face of fierce market competition, the corporate, as a economic organization of various interests, need to set up all kinds of systematic and normative systems to balance the interests among different subjects, to reduce the corporate disputes and ensure that the corporate is in a dominant position in the competition.While the core status of the board of directors in the corporate is gradually being established,the directors is being given more and more power, but there is no rule of corresponding obligations to constraint the directors’ behavior. Consequentally. it makes this phenomenon, which the directors abuse their power to damage the interests of to a third person, occur frequently and then threats the advantage position of the corporate in the market again and again.In China, affected by the traditional theories of "corporate it said" and "the corporate’s independent liability", the rule about the civil liability of the directors to a third person is very little.Although released in2011. the supreme people’s court on the applicable<company law of the People’s Republic of China>the regulation of several issues (three)", not full capital contribution, smoke escape capital contribution of shareholders and directors obligation, has carried on the part of creditors’ rights and interests protection, but for the responsibility of qualitative criteria, constitutive requirements, responsibility and scope of the third person, etc. There is no clear, not enough to fundamentally protect the interests of creditors, such as the third person.Therefore, it is necessary to compared with countries and independent innovation with Chinese characteristics to establish director civil liability to a third person. Firstly in the legislative level to the responsibility principle:Second, gradually improve the responsibility of the corresponding mechanism, in order to balance the interests between different main body; Finally, should further explore about the liability exemption system in special circumstances. In conclusion, believe that it is very likely to establish the systematic and normative civil liability system of director’s to the third party in China, with the researches of legal profession group about this system and the continuous development of the corporate practice theory.