On The Directors’ Civil Liability For Corporate Creditors

The article1of the corporate law of the People’s Republic of China explicitlystipulated that this law is formulated for the purpose of regulating the organizationand operation of companies, protecting the legitimate rights and interests ofcompanies,shareholders and directors,maintaining the socialist economic order,andpromoting the development of the socialist market economy.There is a close linkbetween the interests of company creditors and that of companies.The prosperity anddevelopment of companies is good for the realizatioan of creditors’s interests. Thesurvival and development of the company also depends on creditors’ support.Compared with the company laws of other countries, the protection of creditors in thecompany law of our country is obviously inadequate.With the deepening of China’sCompany Law reform, and how to prevent corporate controllers from their abuse ofrights, how to protect the interests of the disadvantaged interest groups, how tomaintain justice and enhance the company credibility and strengthen the effectivenessof legal protection, increasingly attracts the attention of the legal community. Becauseit is not only related to the interests of the creditors of the company, but also involvesthe problem of the social market trading order and the credit of market. Creditors ofthe company are in the most disadvantaged position in the corporate legalsystem.Creditors and shareholders have different legal status and different legalprotection. In general, the creditors of the company are in a vulnerable position.Theshareholders enjoy various rights.On the contrary.the creditors have inadequate rights.The interests of creditors are often not protected in reality.Based on the analysis of domestic and international legislation, the articleanalyses the lack of the protection of corporate creditors, the theoretical basis ofdirectors’ liability for corporate creditors, introspects the lack of national presentcorporate law on the protection of creditors, uses foreign legislation and juridicalpractice for reference,proposes that our corporate law should explicitly stipulate thedirectors’liability for corporate creditors and advises establishing the corporatecreditors’derivative litigationsystem and directors’liability insurance.The paper is composed of three parts.Part one: The introduction of directors’legal status,the principle ofdirectors’liability limitation and the extending background of directors’obligation tocreditors.Part two: the theoretical basis of directors’liability for creditors.This part mainlyincludes the theoretical basis of the principle of directors’liability limitation,the basisof directors’liability for creditors,the nature of directors’liability for creditors and theway of directors’liability for creditors.Part three: the relevant issues and perfecting suggestion in our current legislation.