有限责任公司控股股东的信义义务研究

Research on Fiduciary Duty for Controlling Shareholders in Limited Liability Companies

在闭锁性的有限责任公司中,股东通过公司合约的安排,对控股股东设定信义义务以防止控股股东滥用控制权禁锢、压迫其他股东。控股股东的信义义务主要指向其他股东,以忠实义务为主,注意义务为辅。控股股东的违信责任在性质上属违约责任与侵权责任竞合,但出于限制竞合的考量,应以合同法规则确定其免责事由和责任形式。

In the limited liability companies, the fiduciary duty for controlling shareholders is based on company contracts to make fiduciary duties for the controlling shareholders, which can prevent the controlling shareholders from abusing the control right to limit and oppress other shareholders. Fiduciary duties of controlling shareholders, which include the duty of loyalty primarily and the duty of care adjunctively, mainly point to other shareholders. The fiduciary liability is concurrence of liability for breaching contracts and tort liability. Considering limitations of concurrence, the exemptions and form of fiduciary liability should be based on the contract law.