Study On The Liability System Of Directors To Creditors When A Company Goes Bankrupt

In the process of China’s economic and social development,there are many companies on the verge of bankruptcy proceedings or have entered.In the bankruptcy proceedings,the proportion of the creditors paid are generally lower,because the company directors in their daily business process to the influence of the corporate personality independence,it doesn’t have to accept personal responsibility for the company’s operating results,the company is a foreign responsibility main body,this leads to the rights and interests of creditors in bankruptcy proceedings cannot be guaranteed.In the bankruptcy proceedings of their own companies,many other countries advocate that the directors should take the responsibility to the creditors based on the degree of their fault,which can be used for reference by our country.In the Hainan special economic zone at the end of last century,the company ordinance required the directors who were at fault to be liable to creditors.By establishing the liability system of directors to creditors in the company’s bankruptcy proceedings and determining in detail the subjective elements and behaviors of directors to bear responsibilities,the rights and interests of creditors can be safeguarded from the institutional level.In addition,in view of the duty characteristics of directors,the exemption items should also be stipulated.The structure of this paper mainly includes the following six parts:The first part is introduction.This paper introduces the research background and significance of this paper.Under the background of the continuous improvement of the market withdrawal mechanism and the deepening of economic reform,more and more bankrupt companies appear.How to protect the interests of corporate creditors and balance the relationship between the interests of directors has become an important research direction.Research status,the research status of this paper is briefly introduced;The research methods include case analysis,literature research and comparative research.The second part is the overview of directors1 liability to creditors in bankruptcy-proceedings.Firstly,this paper introduces the subject to be studied in the form of a case.On December 14,2018,the bankruptcy proceedings of chongqing yingni machinery co.,ltd.and the judgment result of the court;Secondly,it introduces the theory of directors’ liability to creditors,mainly including:legal liability theory,which directly stipulates that directors should bear corresponding direct or indirect liability for damage to creditors in bankruptcy proceedings.In general tort liability theory,it emphasizes the heavy work of directors,but it does not explain the restrictions on the power of directors and other aspects.In the theory of special tort liability,the directors must bear the direct liability and the indirect liability.The third part is the legal provisions and existing problems of directors’liability to creditors.Firstly,it introduces the behaviors of directors in the bankruptcy process that they need to take responsibility for creditors.Secondly introduces director liability law,the obligee are mainly from the director’s obligations and responsibilities,discusses the sponsor of a director li ying creditors under the premise of personal responsibility to accept personal responsibility,and thus lead to the bankruptcy of company directors to creditors such problems as how to take responsibility.The fourth part is the introduction of foreign regulations on the liability of directors to creditors in the bankruptcy proceedings.The three countries are mainly Germany,Britain and Japan.Germany stipulates that directors shall have the obligation to file for bankruptcy in due time and bear the liability to creditors when they fail to perform.The UK stipulates that the duties and obligations of directors to the company before the bankruptcy proceedings shall be borne by the creditors of the company;Japan’s company law also emphasizes the responsibility of directors to creditors to protect the interests of creditors.The fifth part is the study of directors’ liability system to creditors in the process of company bankruptcy.On the basis of the principles of the construction of the system,through summarizing the legislative experience and theoretical achievements of various countries introduced in chapter 4,this paper puts forward specific Suggestions on the construction of the system of directors’ liability to creditors in bankruptcy proceedings.The requirements include improving the rights and responsibilities of directors,respecting the status of creditors,regulating the abuse of limited liability of directors,and strengthening the regulation of directors’ rights and the implementation of relevant accountability when the company 1s on the verge of bankruptcy or already in the bankruptcy process.The specific Suggestions are as follows:to establish the compulsory bankruptcy application obligation of directors when bankruptcy is approaching;to assume the liability of directors to creditors in bankruptcy proceedings should have relevant constitutive elements;to investigate the liability of directors to creditors in bankruptcy proceedings is "indirect litigation".The sixth part is the conclusion,which is the summary of the article.Reasonable,perfect the legal system in order to implement measures to protect the creditor,and protect the interests of creditors,by the directors’ duty of the forced to file for bankruptcy rules,refined,directors should have related to the creditors responsibility constitutive requirements,directly bring a suit against directors to creditors rights,the creditors’ interests are not violated.