Abstract: The traditional view is that corporation as a legal entity should bear the responsibility for losses caused by the directors in the course of performing their duties, and then recovers from the directors who are at fault. However, in practice, third parties often face the dilemma of the company's lack of solvency and failure to claim compensation from the directors. In order to strengthen the responsibility of management personnel and effectively safeguard the legitimate rights and interests of third parties, the legislature has introduced a liability system for directors to third parties in the Company Law (Draft Revision). According to this law, Article 190 should be defined as a special statutory liability rather than a special tort liability in nature. The establishment of liability need to meet the conditions that the directors are subjectively at fault for the slack of duty, the third parties suffer direct or indirect losses, and there is a considerable causal relationship between the infringement and the damage. Moreover, the directors are not really jointly and severally liable for the direct losses of the third parties, and only have supplementary liability for indirect losses.