董事对第三人的民事责任探析

我国《公司法》没有规定董事对第三人的民事责任制度,在理论上也有一些认识上的误区,对法人机关代表理论的理解过于绝对化。本文重点探讨了董事对第三人民事责任的性质、构成要件,责任主体、第三人范围等内容,并认为我国《公司法》应借鉴国内外立法对董事向第三人承担民事责任的制度加以完善。

The Director's Liability Towards the Third Party

Chinese company law does not regulate the director's liability towards the third party, and in theory there is a misconception that the theory of artificial person's organ is treated too absolutely. This article is mainly discussing the liability's nature, constitutive requirements, the scope of directors who should be made liable to the third party and the scope of the third party. In conclusion, the author's opinion is that in Chinese company law the system of director's liability towards the third party should be perfected by using the foreign and internal legislations for reference.