论董事违反催缴出资义务的民事责任分配规则
On the Civil Liability Distribution Rules for Directors’ Violation of the Obligation to Call for Capital Contributions

公司法存在董事催缴不能的责任机制不足的问题，其未量化董事赔偿责任的具体责任形式。我国催缴责任制度的缺陷导致董事责任的裁判思路呈现三种态势：判决承担连带责任、补充责任和比例责任。与此对应的理论研究也未能给出统一的标准，简单刚性的规定容易过分加重董事的责任，从而缺乏普遍适用性和实际操作性。因此，围绕过责相当的责任配置原则与公司内部组织的职权定位，引入区分董事违反催缴出资义务的主观状态的阶梯式责任分配规则能够解决认定董事责任的困境。完善董事催缴责任分配规则有利于防止股东的出资责任转移到董事身上，同时实现董事与债权人的利益平衡。
The company law has the problem of insufficient responsibility mechanism for directors’ inability to collect payments, and it does not quantify the specific forms of liability for directors’ compensation. The defects in China’s debt collection responsibility system have led to three situations in the judgment of director liability: joint and several liability, supplementary liability, and proportional liability. The corresponding theoretical research has also failed to provide a unified standard, and simple and rigid regulations may excessively increase the responsibility of directors, thus lacking universal applicability and practical operability. Therefore, introducing a tiered responsibility allocation rule that distinguishes the subjective state of directors’ violation of their obligation to make capital contributions based on the principle of equal responsibility allocation and the positioning of internal organizational powers can solve the dilemma of determining director responsibility. Improving the rules for allocating the responsibility of directors for debt collection is beneficial in preventing the transfer of shareholders’ capital contribution responsibilities to directors, while achieving a balance of interests between directors and creditors.