The identification of corporate officers constitutes a major difficulty for courts in adjudicating disputes concerning liability for breach of fiduciary duties. For a long time, judicial practice has adopted two parallel approaches to this issue—formal criteria and substantive criteria. A more coherent solution should therefore be sought from the constituent elements of liability for breach of fiduciary duties. When adjudicating disputes involving breaches of fiduciary duties by directors, supervisors, and corporate officers, Chinese courts generally rely on the evaluative framework of general tort liability under the Civil Code of the People’s Republic of China. However, compared with the general tort liability regime, the liability rules for breach of fiduciary duties under the Company Law of the People’s Republic of China adopt a doctrinal structure in which unlawfulness absorbs fault, and contain a special constituent element concerning the identity of the liable subject. Consequently, unlike the method of examining the elements of general tort liability in parallel, the elements of liability stipulated in Article 188 of the Company Law follow a clear hierarchical order of review. The assessment of liability for breach of fiduciary duties should therefore be structured around fiduciary obligations, proceeding in the following sequence: the existence of a fiduciary relationship, the breach of fiduciary duties, and the occurrence of damage together with the causal link. Within this analytical framework, the question of who qualifies as a senior manager is essentially transformed into the question of who owes fiduciary duties to the company. The new Company Law strengthens the independent position of corporate managers in business decision-making by readjusting the allocation of powers between the shareholders’ meeting and the board of directors， thereby establishing a governance structure centered on managerial discretion. In terms of its normative logic, this institutional arrangement more closely resembles a fiduciary relationship rather than a traditional agency relationship. The key distinction between fiduciary relationships and agency relationships lies in the independent legal position of the fiduciary and the broad discretionary authority entrusted to them over the principal’s significant interests. Under a liability framework centered on fiduciary duties, the identification of corporate officers should follow a differentiated approach. According to statutory provisions, the general manager, deputy general managers, and the person in charge of financial affairs constitute statutory subjects who bear fiduciary duties, and their status should therefore be determined according to formal criteria. For individuals other than these three categories, a substantive standard should be applied. In judicial practice, however, the tendency to identify corporate officers solely on the basis of decision-making power or managerial authority conflates fiduciary relationships with agency relationships. A shift is therefore required—from a focus on powers and functions to an assessment of the nature of the legal relationship. Specifically, courts should concentrate on two core factors in individual cases. First, whether the individual exercises authority with genuine independence, that is, whether his decisions stem from his own professional judgment rather than from the execution of explicit and specific instructions issued by superiors. Second, whether the company is placed in a position of structural vulnerability due to the individual’s position within the organizational hierarchy, such that the company cannot effectively constrain their conduct through contractual arrangements or internal governance mechanisms.