Study The Director’s Responsibility For Creditors In Shareholders’ Violation Of Capital Contribution Obligations Case

In shareholders’ violation of capital contribution obligations case, the provisions of the directors taking responsible for creditors is an innovation in the company legislation in our country. But because of the shortcomings of the theory research on this issue, many problems still exist about how to understand and apply the system in legal practice. The author will try to research this system, and analyses the existing law norms in our legal system in this paper. In order to provide useful reference and the model theory for the judicial practice in our country, the author will focus on the analysis about this responsibility’s legal character, its elements, its bearing means of liability and its restrictive measures.There are four parts in the article, In addition to the introduction and the peroration.In the first part, the author will start off from the innovation in the company legislation in our country. Then Points out that this innovation is conforming to the Legislation trend to protect creditors and strengthen responsibilities of directors. At the same time, the author will indicate that this innovation is a breakthrough to the legal person independent theory of traditional corporation law and the contract theory of relativity of traditional civil law.In the second part, it mainly analyses and defines the character of this responsibility. In the author’s opinion, in shareholders’ violation of capital contribution obligations case, the character of the director’ responsibility is a special legal responsibility, then the author will discuss its rationality and legitimacy.In the third part, the author focuses on constitutive elements of this responsibility and how to bear the responsibility for the directors in shareholders’ violation of capital contribution obligations case. The author will elaborate this responsibility from the subject, the object and the objective aspect. In how to bear the responsibility, the directors should take general joint and several liability with the defendant shareholders and Other company sponsors in shareholders’ violation of capital contribution obligations case.The last part, the author focuses on how to limit the director’s responsibility in shareholders’violation of capital contribution obligations case. This system should be careful to apply in the judicial practice, and should not abuse this system. Under the rules in business judgment and director liability insurance, directors shall be exempted from the corresponding responsibility.