Interpretation Path of Shadow Directors in Article 192 of China’s New Company Law

——Based on the Comparison of Chinese and English Companies Law

DOI

10.2991/978-94-6463-706-9_27How to use a DOI?

Keywords

shadow directors; UK Company Law; 2024 Company Law; actual controllers; instructing behaviors

Abstract

With the implementation of China’s new Company Law in 2024, Article 192 specifically targets the institutional design for regulating the abuse of control by controlling shareholders and actual controllers. However, there remain deficiencies in the current identification of actual controllers and the regulation of behaviors that harm the interests of the company. Given the similarity between Article 192 and the shadow director system in the UK, this article compares this new provision with the traditional shadow director system, which also aims to regulate those who “manipulate” behind the directors. By analyzing the similarities and differences in their regulatory functions, this article suggests improving Article 192 of China’s Company Law by drawing on the extraterritorial shadow director system. The specific improvement paths include: specifying the criteria for identifying actual controllers, clarifying the acts that constitute “instructions,” and determining the criteria for dividing the internal liability shares among jointly and severally liable parties.

Copyright

© 2025 The Author(s)

Open Access

Open Access This chapter is licensed under the terms of the Creative Commons Attribution-NonCommercial 4.0 International License (http://creativecommons.org/licenses/by-nc/4.0/), which permits any noncommercial use, sharing, adaptation, distribution and reproduction in any medium or format, as long as you give appropriate credit to the original author(s) and the source, provide a link to the Creative Commons license and indicate if changes were made.

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TY  - CONF
AU  - Kunlin Li
PY  - 2025
DA  - 2025/05/07
TI  - Interpretation Path of Shadow Directors in Article 192 of China’s New Company Law
BT  - Proceedings of the 2024 2th International Conference on Economic Management, Financial Innovation and Public Service (EMFIPS 2024)
PB  - Atlantis Press
SP  - 291
EP  - 298
SN  - 2352-5428
UR  - https://doi.org/10.2991/978-94-6463-706-9_27
DO  - 10.2991/978-94-6463-706-9_27
ID  - Li2025
ER  -