Research On Directors’ Liability To Corporate Creditors

Article 190 of the First Review Draft(2021)and Second Review Draft(2022)of the Draft Revised Company Law of China adds a new system of directors’ liability to the creditors of the company,which raises the directors’ liability to the creditors of the company from special liability to general liability under the current law.The new general liability of directors to creditors is not only a doctrinal dilemma,but also may have a negative impact in practice,reflecting the problem of generalization of directors’ general liability to creditors.By analyzing the scenarios of application of directors’ special liability to company creditors under the current law and conducting an empirical analysis of its rationality,it is clear that the legal effects of directors’ special liability to creditors differ at different stages of company development.The directors’ general liability to creditors,as a touted provision,should focus on the application of the law outside the special liability.Comparing the constitutive elements and scope of application of directors’ general liability to creditors and special liability,and analyzing the relationship between directors’ general liability to company creditors and special liability,it is known that general liability is applicable in the absence of special liability provisions;at this time,directors of the company have the possibility of bearing both tort liability and joint and several liability or liability,and in order to prevent imposing heavier liability on directors,the general liability should be In order to prevent directors from being held liable for more,the composition elements of general liability should be reasonably limited,specifically including: subjective elements,behavioral elements,subjective elements,outcome elements as four aspects of the reasonable limitation of the composition elements.