Corporate Crimes in Criminal Law | Legal Guide

If you have received a summons to testify as a defendant in a corporate crime case, you are probably wondering what to do. In the business environment, decisions are made very quickly. Sometimes, under pressure. And when there is an internal conflict, any management action can turn into a complaint for corporate crime.

The reality is this: in a corporation there is usually separation between ownership and management of assets. The assets are also fragmented among different holders, the shareholders. This creates an obvious risk: that some (directors or majority shareholders) make decisions that affect the interests of others (the corporation, shareholders in general and, often, minority shareholders) and do so by violating their duty of loyalty. This is where a criminal defense attorney can help you.

What are corporate crimes?

Corporate crimes are conducts committed within a company that affect its operation: accounts, agreements, meetings, shareholder rights and control.

Until 1995, Criminal Law forced these conflicts to fit. It relied on property crimes and forgeries. Figures like embezzlement were stretched. The problem was clear: the modern company has a different reality. In many corporations, who manages the assets does not coincide with who «owns» them. And the assets are also fragmented into

What are the corporate crimes in Spain?

Falsification of accounts or corporate documents (art. 290 CP)

This punishes falsifying annual accounts or other relevant corporate documents (reports, balance sheets, memoranda, minutes with economic content, etc.) when such falsification has the capacity to cause harm. It doesn’t need to be enormous «creative accounting»: what matters is that it affects what is relevant and that it can harm shareholders or third parties.

What a judge usually evaluates:

• Whether there is material alteration of the content (not a simple debatable criterion).
• Whether the document is relevant to reflect the legal or economic situation.
• Whether there is capacity to cause harm (and, if actual harm is also proven, the scenario worsens).

Typical examples:

• Inflating income or assets to appear solvent.
• Hiding debts or contingencies.
• «Moving» expenses or provisions to disguise results.
• Presenting a false accurate picture to close a transaction, obtain financing or win a vote.

Where it is truly defended:

• In the intent: whether there is intention to falsify or there is reasonable technical explanation.
• In the relevance of the document and the altered data.
• In the harm (or in the lack of real capacity to cause it).

Abusive agreements imposed by the majority (art. 291 CP)

What are the penalties for corporate crimes?

Here it’s not worth getting confused: in corporate crimes the penalty depends on the specific article. And, often, the real risk can worsen when the prosecution also includes economic crimes (breach of fiduciary duty, fraud, forgeries).

Penalties for corporate document falsification

The prison sentence for corporate document falsification (art. 290 CP) can reach up to 3 years. That is, the ceiling is three years in prison, plus a fine. Now, what’s important to understand the real risk is knowing the floor: the minimum penalty for corporate document falsification is 1 year imprisonment, because the Penal Code sets a range of 1 to 3 years, and adds a fine of 6 to 12 months. And if it is also proven that harm has been caused, the penalty is applied in its upper half.

Penalty for abusive agreements

If what you are charged with is not article 290, but a case of abusive agreements (art. 291 CP) or harmful agreements with fictitious majority (art. 292 CP), the Penal Code provides two paths: either imprisonment or fine. In both articles, if the judge opts for imprisonment, the range v