Corporate offences and unfair administration lawyer in Madrid

Short answer. Corporate offences punish the director, de facto or de jure, who falsifies the annual accounts or the documents that must reflect the company’s situation, with imprisonment of one to three years and a fine (Article 290 of the Criminal Code), and the director who without legal cause denies a shareholder their rights of information, participation or pre-emptive subscription, with a fine of six to twelve months (Article 293). Unfair administration under Article 252 punishes with the penalties for fraud anyone who, having powers to administer another’s assets, breaches them by exceeding their exercise and causes a loss. We defend Madrid directors and executives and represent injured shareholders and companies.

Madrid is the registered office of most of the country’s large companies and of tens of thousands of family companies, and in both the corporate crisis frequently ends in a criminal complaint: the minority shareholder who reports the director for emptying the company, the outgoing director investigated for the accounts they signed, the company pursuing the executive who took the cash. Corporate offences and unfair administration are, together with asset stripping and tax fraud, the core of corporate criminal law in the capital.

Falsification of accounts: Article 290

Directors, de facto or de jure, of a company incorporated or in formation who falsify the annual accounts or other documents that must reflect the legal or economic situation of the entity, in a manner apt to cause economic harm to the company, to any of its shareholders or to a third party, are punished with imprisonment of one to three years and a fine of six to twelve months; if the harm actually occurs, the penalties are imposed in their upper half. The offence does not require the harm to occur, aptitude suffices, and it extends to the de facto director, that is, whoever runs the company without appearing in the Registry. It is the offence that appears when the filed accounts conceal debts, inflate assets, hide related-party transactions or dress up the situation to obtain financing, and its proof is essentially expert evidence.

Denial of shareholder rights: Article 293

Directors who without legal cause deny or prevent a shareholder from exercising the rights of information, participation in management or control of the company’s activity, or pre-emptive subscription of shares recognised by law, are punished with a fine of six to twelve months. It is the criminal route of the dispute between shareholders: the repeated refusal to hand over accounting documentation, the irregular calling of meetings, the de facto exclusion of the minority. Handling it in Madrid requires proving repetition and the absence of legal cause, because case law reserves the offence for systematic refusals and not for isolated disputes, whose channel is the challenge of resolutions before the Commercial Courts.

Unfair administration: Article 252

Since the 2015 reform, unfair administration ceased to be a corporate offence and became a general property offence. Article 252 punishes with the penalties for fraud under Article 248 or, where applicable, Article 250, those who, having powers to administer another’s assets, arising from the law, entrusted by the authority or assumed through a legal transaction, breach them by exceeding their exercise and thereby cause harm to the assets administered; if the harm does not exceed 400 euros, a fine of one to three months. The reference to Article 248, in the wording in force since April 2026, means imprisonment of six months to three years, and that to Article 250, imprisonment of one to six years when the harm exceeds 50,000 euros, affects a large number of people or is committed with abuse of personal relationships or business credibility. It is the offence of the director who sets themselves unapproved remuneration, who contracts with their own companies on harmful terms, who assumes risks unrelated to the corporate purpose or who disposes of the company’s funds for their own benefit or that of third parties.

The boundary between unfair administration and risky but lawful business management is the central question of the defence. It is not an offence to make a wrong business decision, nor to take a risk that went wrong; it is an offence to exceed the powers conferred knowing that the assets administered are harmed. Board minutes, powers of attorney, advisers’ reports and the company’s previous practice are the evidence that the director acted within their powers and with the required diligence.

Misappropriation: Article 253

When the director or executive does not exceed their powers but appropriates money, effects or securities received in deposit, on commission or in custody, or under any title that obliges them to deliver or return them, or denies having received them, the offence is misappropriation under Article 253, likewise punished with the penalties of Article 248 or 250. In Madrid practice the classification oscillates between Articles 252 and 253 depending on whether the facts consist of disloyal management of the assets or the definitive incorporation of specific assets, and that classification has consequences for the evidence and for civil liability.

Defence of the director and prosecution by the shareholder

We defend directors and executives under investigation in Madrid on one premise: most corporate complaints arise from a dispute between shareholders and seek an advantage in the commercial negotiation. The response consists of proving with the minutes, the powers and the accounts that the conduct conformed to the powers and diligence required, raising the issue before the investigating court before the investigation spreads, and coordinating the criminal defence with the parallel commercial proceedings for the challenge of resolutions or directors’ liability. And we represent injured shareholders and companies, joining as private prosecutor under Articles 109 and 110 of the Criminal Procedure Act, requesting precautionary measures over assets and claiming civil liability, which in these cases is frequently the real objective.

Legal basis

Article 290 of the Criminal Code: falsification of annual accounts or other documents by de facto or de jure directors, imprisonment of one to three years and a fine of six to twelve months, upper half if harm is caused. Article 293: denial or prevention without legal cause of shareholder rights, fine of six to twelve months. Article 252: unfair administration, penalties of Article 248 or 250; fine of one to three months if the harm does not exceed 400 euros. Article 253: misappropriation, penalties of Article 248 or 250. Articles 248 and 250: fraud, imprisonment of six months to three years; aggravated offence of one to six years, wording of Organic Law 1/2026 in force since 10 April 2026. Source: consolidated texts published by the Official State Gazette, version in force on 24 September 2026.

Frequently asked questions

What is the penalty for falsifying a company’s accounts?

Imprisonment of one to three years and a fine of six to twelve months for the de facto or de jure director who falsifies the annual accounts or other documents that must reflect the company’s situation in a manner apt to cause harm; in its upper half if the harm is caused (Article 290 of the Criminal Code).

Is it an offence for the director to deny me information as a shareholder?

It may be. Article 293 punishes with a fine of six to twelve months the director who without legal cause denies or prevents a shareholder from exercising the rights of information, participation in management or control, or pre-emptive subscription. Case law requires a repeated refusal without cause, not an isolated dispute.

What is unfair administration and what is its penalty?

Breaching, by exceeding them, the powers to administer another’s assets and thereby causing harm (Article 252 of the Criminal Code). It is punished with the penalties for fraud: imprisonment of six months to three years, or one to six years if the harm exceeds 50,000 euros or another aggravation of Article 250 applies.

Is a bad business decision unfair administration?

No. The offence requires exceeding the powers conferred knowing that the assets administered are harmed. Making a wrong business decision or taking a risk that went wrong is not an offence; the minutes, the powers and advisers’ reports are the evidence that the director acted within their powers.

Is the de facto director liable?

Yes. Articles 290 and 293 expressly refer to de facto or de jure directors, so that whoever actually runs the company is liable even if they do not appear in the Commercial Registry.

Related guides

• Economic and corporate crime lawyer in Spain
• Article 290 of the Criminal Code
• Article 252 of the Criminal Code
• Criminal defence lawyer in Madrid
• Contact the firm

This article is informative in nature and does not constitute legal advice. For a specific case, consult a lawyer.