传统公司法理论没有解决董事责任的外部化问题,极易害及公司债权人的合法权益,也不利于董事败德行为的预防。本文分析了董事对债权人直接责任的合理性,剖析其法理依据,探讨了该种责任的性质、构成及其限制,并建议我国立法引入董事对债权人的直接责任制度,以应现实之需。 The traditional theory of corporate law does not solve the problem of the externalization of directors' responsibilities, and it is extremely apt to harm the legitimate rights and interests of corporate creditors, nor is it conducive to the prevention of the ethical behavior of directors. This article analyzes the rationality of director 's direct liability to creditors, analyzes its legal basis, discusses the nature, constitution and limitations of such liability, and suggests that our country' s legislation introduce the director 's direct responsibility system to creditors so as to meet the need of reality.