Abstract:

It is universally acknowledged by the theories of modern corporation laws and practices in various countries that
directors，supervisors and senior executives of a company shall assume the fiduciary duty to the company. However，due
to the separation of modern companies’property ownership and management right and because of shareholders’limited duty，
shareholders only take limited fiduciary duty. In close companies，the minority shareholders’decisions on investment or capital
management are mainly based on trust. The controlling shareholders have to take their fiduciary duty accordingly when they
make improper infringement to corporate property and the benefit of the minority shareholders. But there should be a reasonable
restriction on their fiduciary duty. On the other hand，the minority shareholders also take fiduciary duty when they can exert
influence on the decision-making of the company. The legal regulations on shareholders’fiduciary duty should keep a balance
among all parties’benefits；or else，they would go against the healthy operation and development of the company and capital
market.

Key words: close corporation, controlling shareholders, minority shareholders, fiduciary duty, the interest of shareholders,
the benefit of the company