我國法學界對于是否應確立控制股東信義義務仍有爭論,但立法上已傾向于對控制股東的行為施加更多約束,從而一定程度上實現了控制股東信義義務從理論到制度的轉變。雖然對于是否所有股東都應無差別地承擔信義義務仍存爭議,但當前學術界比較一致的觀點認為,至少公司的控制股東應當承擔信義義務。控制股東的信義義務是為了實現股東之間的利益平衡,其以股東為公司所有者的定位而展開。控制股東與公司,控制股東與其他公司參與者之間的利益沖突無法避免,這是控制股東信義義務產生的根本原因。此外,非控制股東對控制股東的信任、禁止權利濫用、公司合同的固有缺陷也是控制股東信義義務產生的原因。就我國控制股東信義義務的法律適用而言,應立足于我國市場經濟及司法實踐,以"解釋論"為基礎,結合"立法論",確定勤勉義務、忠實義務及善意"義務"的具體適用方案。

There is still a debate on whether the controlling shareholders’ fiduciary duty should be established in the legal circle of China, but the legislation tends to impose more restrictions on the behavior of the controlling shareholder, so as to realize the transformation of the controlling shareholders’ fiduciary duty from theory to system to a certain extent. Although the divarication on whether all shareholders should bear the fiduciary duty without distinction, there is a general consensus among academic circles that at least the controlling shareholders of the company should bear the fiduciary duty. To realize the balance of interests among shareholders, the controlling shareholders’ fiduciary duty is based on the position of shareholders as owners of the company. The conflict of interests between the controlling shareholder and the company or other company participants can not be avoided, which is the root cause of controlling shareholders’ fiduciary duty. In addition, the non controlling shareholders’ trust in the controlling shareholders, prohibition of abuse of rights, and inherent defects of the company contract contribute to it likewise. As far as the legal application of controlling shareholders’ fiduciary duty is concerned, being established in the market economy and judicial practice of China, based on the "interpretation doctrine," and combined with the "legislative doctrine," the specific application scheme of the duty of diligence, the duty of loyalty and the "duty" of good faith should be determined.