PE圈看过来，“挂名董事”风险第二弹：清算责任

Core Viewpoint - The new Company Law has increased the risks associated with the responsibilities of directors, particularly regarding liquidation obligations, which can lead to potential compensation liabilities for directors who fail to initiate liquidation within a specified timeframe after a company triggers dissolution events [5][8][12]. Group 1: Legal Changes and Responsibilities - Under the new Company Law, the responsibility for liquidation has shifted from shareholders to all directors, emphasizing their obligations throughout the company's lifecycle [8][12]. - Directors are now defined as the liquidation obligors, and this change has raised concerns about the legal risks associated with being a director, especially for those who do not participate in daily operations [8][16]. - The law stipulates that if a company fails to initiate liquidation within fifteen days after triggering dissolution events, directors may be held liable for damages due to negligence in fulfilling their duties [5][10][17]. Group 2: Implications for Directors - Directors, including independent and employee directors, may face the same level of liability under the new law, regardless of their involvement in daily operations [8][21]. - Many directors, particularly those from external investment institutions, may not be aware of their sudden responsibilities under the new law, leading to potential legal repercussions [16][21]. - It is crucial for directors to maintain awareness of the financial status of the companies they oversee and to document any efforts made to fulfill their responsibilities [8][19]. Group 3: Risk Mitigation Strategies - Directors should actively monitor the companies they are involved with to identify potential dissolution triggers, such as expiration of business terms or revocation of business licenses [19]. - In cases where risks are deemed uncontrollable, directors are advised to resign promptly and ensure that the company updates its registration information accordingly [21]. - Legal agreements that attempt to limit or exempt directors from liability may be deemed invalid under current laws, highlighting the importance of following proper internal procedures when entering such agreements [20][21].