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Article 252 punishes whoever, having powers to administer another’s assets, breaches them by exceeding their exercise and thereby causes harm to those assets. It does not require appropriation, enrichment or keeping anything: it requires excess, harm and intent.
In brief. Four elements must be proven: a relationship of administration of assets that were not one’s own; an excess over the powers actually held (articles of association, general-meeting resolutions, powers of attorney, management contracts); a quantifiable economic loss to the administered assets; and intent, at least conditional, because negligent disloyal administration is not punishable.
Article 252 punishes whoever, having powers to administer another’s assets, breaches them by exceeding their exercise and thereby causes harm to those assets. Nothing more and nothing less. The provision does not speak of appropriating, enriching oneself or keeping anything. It speaks of exceeding powers and causing damage. The powers may come from the law, from an official commission or from a legal transaction, and determining exactly what they were (deed of incorporation, meeting resolutions, notarial power, management contract, community minutes) is the first task of any defence.
It helps to know where the article comes from. Until 2015 the disloyalty of a company director sat in the old Article 295, a corporate offence requiring the director to act for their own or a third party’s benefit. The 2015 reform repealed that provision and moved the conduct to Article 252, among the defraudations, with a much wider scope: benefit is no longer needed, harm is enough. Intent, at least conditional, remains indispensable, because Article 12 of the Criminal Code prevents punishing disloyal administration committed through carelessness.
| Question | Rule | Framework | Key point |
|---|---|---|---|
| Basic offence | 252 → 249 | 6 months – 3 years | No own penalty: it refers to the fraud provisions |
| Minor gravity | 252.2 | Fine of 1 to 6 months | Never available above €50,000 of harm |
| Aggravated forms | 250.1 | 1 – 6 years + fine | Over €50,000, abuse of personal relations or professional credibility |
| Hyper-aggravated | 250.2 | Up to 8 years | Harm over €250,000: trial before the Provincial Court |
| Limitation | 131 CP | 5 years; aggravated forms 10 | Continuing conduct: computation from the last act |
| Prior complaint | 296 CP | Not required for Art. 252 | Required for the corporate offences of Arts. 290-295 |
| Interim measures | 589 ss. LECrim | Bail or seizure of assets | Many administrators learn of the case through a registry annotation |
| Civil liability | 109 ss. CP | Restitution and compensation | Owed to the administered estate, not to the individual shareholder |
Penalty ranges are indicative and set out the ordinary framework; the sentence actually imposed depends on the specific facts and circumstances of each case.
What tends to work in defence: delimiting the real powers, because the offence requires an excess, and if the administrator held a general power, the articles provided for the remuneration or the meeting ratified those accounts without objection, the excess disappears or fades; contesting the harm, which must be real and quantifiable, since a related-party transaction at market price does not harm however bad it looks, and a loan repaid with interest does not harm even if unapproved; attacking the accounting expert evidence; and invoking business judgment, protected by Article 226 of the Companies Act. That the shareholder had commercial remedies available and did not use them is a solid argument for dismissal on grounds of atypicality under Article 779.1.1ª LECrim.
What does not work: denying what a bank statement shows. With systematic transfers from the company account to the personal one, or cash withdrawals from the community account without any receipt, pure denial fails; the useful work is quantifying properly, arguing the classification between Articles 252 and 253, avoiding the aggravated forms and working on reparation. Nor does the argument that the money belonged to everyone because the business is a family one: the company is a legal person distinct from its members and its assets are another’s for the administrator.
Case law we work with, always to be verified at source: STS 354/2022 of 6 April (ECLI:ES:TS:2022:1451) on the border with misappropriation where funds had a specific destination; STS 747/2024 of 18 July (ECLI:ES:TS:2024:4260) on the Article 324 LECrim investigation clock and the private prosecution’s costs; and STC 80/2024 of 3 June (ECLI:ES:TC:2024:80) on the limits of overturning an acquittal in cassation. This page does not constitute legal advice.
Directors of companies and family businesses accused of excess in management: powers, business judgment and contested quantification.
Minority shareholders who discover diversions: choice of route, evidence of the loss and recovery of value for the company.
Homeowners’ communities on the coast: unapproved payments and works, reserve funds and supplier commissions, both defending and prosecuting.
Those affected by asset stripping towards other companies or relatives: frustration of enforcement and directors’ liability.
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