The newly revised Company Law breaks through the traditional paradigm of vicarious liability by establishing directors’ direct liability for damages to third parties. This marks a structural transformation in China’s corporate governance system and exerts profound influence on the governance order of listed companies. However, this new regime faces a tension between formal registration and substantive judgment in identifying liable directors, which is particularly evident in the attribution dilemmas concerning shadow and de facto directors. In determining subjective fault, divergent approaches exist between procedural review of conduct and retrospective inference from the result of damage, while the standard for gross negligence remains indistinguishable from that applied in actions for harm to corporate interests. With the shift from result-based to process-based liability, it remains theoretically contested whether directors should bear compensation liability proportionate to their degree of fault, rather than being subject to the presumed-fault and joint liability model under the Securities Law. Moreover, whether “others” in this context include shareholders and other special subjects requires systematic clarification. Drawing on the representative relationship in corporate organizational law and the agency mechanism in behavioral law, this paper elucidates the normative logic underlying the exercise of directors’ powers and the generation of liability, and establishes the theoretical foundation for third parties’ direct claims through comparative legal analysis. It further develops a three-dimensional identification model for determining responsible directors by integrating “formal qualification registration” and “substantive control of decision-making”, under which shadow directors must satisfy the criterion of “functional equivalence”, while de facto directors are defined by “control power”. In assessing subjective fault, this paper argues that directors’ liability to creditors should be grounded in the principle of fault-based liability, with stricter standards applied near insolvency to achieve a dynamic balance of responsibility. Regarding the nature and form of liability, it advocates adopting the fault liability principle under the Civil Code, quantifying each director’s share of responsibility according to the degree of fault and causal relevance, while reserving joint liability only for cases of common intent or collusive conduct. This paper concludes by proposing a typo logical framework for judicial reasoning to clarify the boundaries and standards of application, thereby promoting the systematic and normative application of directors’ direct liability to third parties.