This paper deals with principal issues of the civil liability of the corporates governance bodies. The question of ,,corporate governance” are not enough analyzed in the law doctrine of Lithuania. The term ,,corporate governance” related with the corporate governance systems, governance bodies, shareholders and other stakeholders. This definition depend on every country legal framework, rules, procedures and traditions. The status problems of corporate governance bodies are shortly discussed in this study. There are made conclusion, that they are liable under Civil law rules. This means that director is subject of full liability principle, which require that he/she would have to cover all damages, which are result of his/her illegal action. The member of corporate governance body becomes civilly liable when four conditions are present: damage, illegal action, causality and fault. The general obligations of the corporate governance bodies provided in the Lithuanian Civil Code, Corporation Act, the local acts of corporation and they rise from specifical (fiduciary) theirs position. Fiduciary duty means an obligation to act in the best interest of another party. The corporate governance bodies duties falled into three broad categories: the duty of care, duty of loyalty and duty to act in good faith. This work discuss about the limitation of the directors civil liability, the directors liability insurance. / -.