董事清算责任

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「挂名董事」责任清算风暴在即,PE机构如何应对?
华尔街见闻· 2025-07-02 10:27
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 liabilities for directors who fail to act promptly in the event of company dissolution [7][10][11]. Group 1: Legal Changes and Responsibilities - Under the new Company Law, the responsibility for initiating liquidation has shifted from shareholders to all directors, emphasizing their obligations throughout the company's lifecycle [10][22]. - Directors are now defined as liquidating obligors, which means they must act within fifteen days of the company triggering dissolution events to avoid liability [7][29]. - The law does not differentiate between types of directors (e.g., independent directors, employee directors) regarding their liquidation responsibilities, which increases the risk for all directors [11][28]. Group 2: Risks for Directors - Directors who do not participate in daily operations, such as nominal directors, are particularly vulnerable to these new liabilities, as they may lack awareness of the company's financial status [24][25]. - The case of an investment manager facing a lawsuit illustrates the potential consequences of neglecting these responsibilities, as they may be held liable for failing to initiate liquidation [2][6]. - There is a growing concern among industry professionals about the lack of awareness regarding these new responsibilities among directors, especially those from external investment institutions [25][33]. Group 3: Recommendations for Directors - It is advised that directors maintain close oversight of the financial situation of the companies they are involved with, especially in light of potential liquidation scenarios [11][12]. - If risks are deemed uncontrollable, directors should consider resigning and ensuring that the company updates its registration information accordingly [12][33]. - Directors should be proactive in monitoring for signs of dissolution, such as expiration of business terms or shareholder resolutions to dissolve, to mitigate risks [32][34].
PE圈看过来,“挂名董事”风险第二弹:清算责任
Hua Er Jie Jian Wen· 2025-06-26 11:53
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].