新《公司法》下董事对第三人的责任研究

Research on the Liability of Directors to the Third Party under the New Company Law

摘要: 修订前的《公司法》对董事在履职过程中给公司带来损害的赔偿责任作了明确规定，但没有规定董事给第三人造成损失该如何进行赔偿。为满足司法需求，平衡各方利益，新《公司法》第一百九十一条从立法层面做出规定，明确如公司董事在履职过程中给第三人造成损害的，其应当依法承担相应的赔偿责任。但是，由于本条款属于新增条款，且法律本身就具有滞后性，在实际适用时仍存在一些疑难和争议问题，容易给公司造成额外的风险。因此，对公司而言，在日常生产经营过程中仍需结合司法实践，不断完善自身内部规章制度，提升公司董事的尽职履责能力，在降低自身经营风险的同时，促进前述法律制度的有效落实。

Abstract: The pre-revised Company Law made clear provisions on the compensation liability of directors for damages caused to the company during their performance of duties, but did not specify how directors should compensate for losses caused to the third party. In order to meet judicial needs and balance the interests of all parties, Article 191 of the New Company Law has made provisions at the legislative level, clarifying that if a company director causes damage to the third party during the performance of their duties, they shall bear corresponding compensation responsibilities in accordance with the law. However, due to the fact that this clause is a newly added clause and the law itself is lagging behind, there are still some difficult and controversial issues in practical application, which can easily cause additional risks to the company. Therefore, for the company, it is still necessary to combine judicial practice in the daily production and operation process, continuously improve its internal rules and regulations, enhance the due diligence ability of the company’s directors, reduce its own business risks, and promote the effective implementation of the aforementioned legal system.