ISSN: 2222-6990
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The Company Law of the People’s Republic of China, as amended in 2023, introduced significant amendments to directors' duties in a call for capital contributions, particularly Article 51. This study focuses on the legal duties and obligations of directors, which are designed to ensure that shareholders' contributions are made in a timely and adequate manner. By examining legislative intent and judicial interpretation, this study highlights the multi-faceted nature of directors' duties in capital contributions, including capital adequacy, creditor protection, and enhanced corporate governance. Based on one important decided court case, the study identifies ambiguities in the existing legal framework in respect of the identification of the responsible party, the standard of enforcement of directors' duties in capital contributions, and the scope of directors' liability. The study recommends legislative and judicial improvements to reduce uncertainty in judicial practice and improve the standard and transparency of corporate governance. The findings of this study contribute to the academic discourse on corporate governance and provide insights for legislators and practitioners to develop effective legal mechanisms to safeguard the interests of all stakeholders.
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