Corporate defenceCorporate and business crime lawyer in Spain

Companies answer criminally in Spain

Since 2010, companies themselves can be criminally liable in Spain (article 31 bis of the Criminal Code) for offences committed for their benefit: fraud, corruption between individuals, money laundering, tax offences, environmental crimes. Penalties range from fines to suspension of activity and, in extreme cases, dissolution.

An effective compliance programme, adopted before the offence, can exempt the company from liability. That has turned compliance from paperwork into a genuine line of defence, and the first thing we examine in every corporate case.

The offences that reach boards and partners

• Unfair administration (article 252): company assets managed against the company’s interest.
• Misappropriation (article 253): money or assets received legitimately, then diverted.
• Corruption between individuals (article 286 bis): payments to win contracts in the private sector.
• Accounting and corporate offences (articles 290 and following): falsified accounts, abusive majority agreements, blocked minority rights.
• Partner disputes that turn criminal: the shareholder who suspects the administrator, or the administrator accused to force a buyout.

Where the case is actually decided

• Company interest, not personal offence. Many accusations between partners are corporate disagreements dressed as crimes; showing the decision was defensible business judgment ends the case.
• Accounting evidence. These cases are decided by experts. Having your own forensic accountant from day one is not optional.
• The compliance file. For companies, the existence and real application of controls decides liability.
• Speed of response. Dawn raids, document requisitions and press exposure demand a coordinated response in the first days.

See also: fraud and financial crime, criminal insolvency and tax fraud.

Frequently asked questions

My business partner is diverting company money. Criminal or civil? Potentially both. Unfair administration and misappropriation are crimes, and the criminal route brings disclosure and asset-freezing tools that the civil route lacks. The accounts will decide; we review them first.

I am a director and the company is under investigation. Am I personally exposed? Possibly: liability attaches to those who decided, consented or failed to supervise. Separate counsel for the company and the individuals is often advisable, and we assess conflicts at the outset.

Does our compliance programme actually protect us? Only if it was real: risk maps, training, reporting channel, and evidence it operated. A programme on paper protects no one; we audit it before the prosecution does.

The other side is using a criminal complaint to pressure a settlement. What now? A well-argued motion to dismiss (sobreseimiento) during the investigation phase, and where the complaint was reckless, costs and countersuit. Spanish courts dislike the artificial criminalisation of business disputes.

Why Société Juridique (SCJE)

Criminal defence and prosecution with a dedicated economic-crime practice: forensic accounting, digital evidence laboratory and corporate compliance review. Offices in Alicante and Madrid; proceedings handled in English and French.

First online consultation, 15 minutes, free of charge. Urgent assistance 24/7: +34 669 30 21 13.