Abstract This article offers a detailed analysis of the impact of Article 191 of the Chinese Company Law, which expands director accountability to include personal liability for misconduct affecting third persons and explores its alignment with international governance standards. We will focus on the interests of creditors and argue for the indirect duty towards creditors in line with Article 191 of the Chinese Company Law. As the directors' duties towards creditors need to be reflected in the Supreme Court's Interpretation on Implementing Chinese Company Law, we will also conduct a comparative analysis of the legal frameworks governing directors' duties towards creditors, focusing on the established legal system in the United Kingdom (UK). Drawing on the UK's hybrid legal framework of statutory and case law—particularly the recent Sequana judgement—the study highlights the nuanced balance between shareholder and creditor interests during financial distress. The research also investigates the potential for legal reforms in China guided by experiences from the UK, Australia and New Zealand, including insights into creditor‐focused duties and restructuring mechanisms. By addressing the nature, content and trigger points of directors' duties, the article offers recommendations for improving China's governance framework to better protect creditors while fostering a robust and accountable corporate environment.
Zhao et al. (Wed,) studied this question.