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Under Singaporean law, a company is a separate legal entity from its directors or shareholders. While it is true that a company has no physical presence and depends on individuals to operate its business, it does not mean that a company's acts can ultimately be attributed to these individuals. Unfortunately, many aggrieved laypersons make the mistake of attempting to recover their losses from the directors and shareholders of the companies whom they are creditors of. They may choose to sue the company director or shareholder, rather than the company itself.

The starting point is that a shareholder is only liable for the amount he contributed to a company's share capital, in the sense that that is all he has to lose if the company eventually winds up. Creditors cannot expect to extract additional value from the shareholders without giving them something in return, such as a promise to not sue the company. Similarly, directors acting on behalf of and in the interests of the company cannot be expected to compensate third parties, even if on hindsight they had made a poor commercial decision.

However, the law does not give free reign to directors and shareholders who abuse the corporate form. There are exceptions to the doctrine of separate legal personality so that creditors may pursue their claims against the actual persons behind the company. A creditor should be prepared to answer the following questions (which are not exhaustive):

1. Was the company intended to take the place of an individual, so that the individual would not be liable for a breach of that contract?
2. Did the company's directors and shareholders treat it like a separate person from themselves?
3. Did the company carry on its own business?
4. Did the company carry on business as represented to its creditors?

Some creditors attempt to rely on other facts, such as the individual being the sole shareholder and director, or having personally spoken with the directors to create a bridge to those individuals. However, the creditors must be able to show that the individual's status or acts led to the creditors suffering the loss, rather than simply relying on a collection of facts and asking the court to draw an inference that one event led to another. Creditors who attempt to swamp directors and shareholders with a deluge of irrelevant facts run the risk of having their case struck out or failing at trial, and then having to compensate the other parties for part of their legal costs.

Creditors also frequently face the issue of not knowing what the company has done internally, and therefore has no idea what their case would be. In some situations, they might be able to rely on the court's civil procedure to obtain disclosure of relevant documents - which lawyers call discovery - and unearth documents that might support their case. However, they must be prepared to pay their lawyers first, especially in countries like Singapore where lawyers are forbidden to take contingency fees (i.e. only to be paid upon winning).

At the end of the day, the cliched phrase "it depends" applies when one wishes to pierce the corporate veil and pursue the directors or shareholders of a company. The court will, and therefore the lawyers must, look closely at the background facts before deciding that the creditor can bypass the company and reach into the pockets of its directors and shareholders. It is important to plan ahead and allocate time and money before embarking on such lawsuits.

Do you want to be able to hold directors and shareholders accountable? Email ([email protected]) or message me on LinkedIn to understand your options.

新加坡法律管辖的公司是独立的法律人士，不能与董事、股东相提并论。虽然公司没有实体，但以公司名义的行动并不能归为董事或股东。因此，要董事、股东赔偿公司债主的损失不是一件容易的事项。

在新加坡法律下，股东只有义务付出股份的价格，并不为公司的债务负担任何法律责任。公司若清盘，股东的损失限制于他付出的股份售价。债主因此不该期待股东赔偿公司的各项债务，除非债主与股东签署新的合约。同样的，董事也没有负担公司债务的法律责任。即使董事的策划最终造成公司受损，法院不允许债主以后见之明而要求董事亲自赔偿债主。

当然，滥用公司框架的董事与股东会收到法律裁制。为了突破公司框架从董事、股东索取赔偿，债主必须考虑以下问题：

1. 公司成立是否为了让个人逃避违约的后果？
2. 董事、股东是否尊重公司独立体的原则？
3. 公司是否营业自己的生意？
4. 公司营业的生意，是否符合向债主表示的一致？

有些债主仗着与董事、股东的个人关系作为起诉的根据，但债主必须证明他依赖董事、股东而受损。如果债主尝试以流水账的方式而捏造根据，他们将面对案件被撤销或审讯失败的风险，而必须赔偿对方一部分的法律费用。

当然，债主可能对公司内部的操作一无所知，无法准确地起诉董事、股东。在适当的状况下，债主可以来法律程序使公司透露有关文件，但必须准备律师费用，不能等到诉讼完毕而已结果付款。

债主要穿过公司构架而直接讨伐董事、股东，法院将仔细地先考察背景事项，律师因此也必须做好充足的准备工作。如果债主打算以诉讼的方式讨赔偿，应当提前策划，筹备资源，才能成功。

您是否要向董事、股东讨个交代？可以同过电邮 （[email protected]) 或 LinkedIn 咨询。