Article 31 Spanish Criminal Code: acting on behalf of another

Frequently asked questions

What effect does the application of Article 31 of the Spanish Criminal Code produce?

The provision creates no separate penalty: it extends authorship of the special offence to the director or representative, who faces the penalty of the offence concerned.

What conditions does Article 31 of the Spanish Criminal Code set for its application?

Acting as de facto or de jure director of a legal person, or in the legal or voluntary representation of another. A special offence whose conditions, qualities or relationships the definition requires in the perpetrator. The presence of those circumstances in the represented entity or person, not in the actor. Personal performance of the conduct: the provision does not create liability for the office held.

What defence strategy applies to a charge under Article 31 of the Spanish Criminal Code?

Denying de facto directorship. The figure requires real and autonomous exercise of management functions. A person executing instructions or performing subordinate tasks is not a de facto director, however broad their formal powers of attorney. Requiring conduct of one’s own. Article 31 does not allow conviction for the office alone. The specific decision taken by the accused and their control over the act must be proved; effective delegation excludes liability of the diligent delegator. Distinguishing Article 31 bis. Liability of the individual under Article 31 and of the company under Article 31 bis are independent and cumulative, but not interchangeable. Confusing the two is a frequent defence issue. Challenging the mental element. In tax and corporate offences, knowledge of the concealed or falsified data must be proved in the representative personally.

Is the English text of Article 31 of the Spanish Criminal Code official?

Working translation prepared by Société Juridique from the consolidated Spanish text published by the Official State Gazette. It has no official status: the only authoritative version is the Spanish original, available at the Official State Gazette and reproduced verbatim in our Spanish-language entry for this provision. Source: Organic Law 10/1995 of 23 November, the Spanish Criminal Code.