Corporate Criminal Compliance: Company Liability and Art. 31 bis CP in Spain

# Corporate Criminal Compliance: Company Liability and Art. 31 bis CP in Spain

Since the LO 1/2015 reform, Spanish companies can be criminally convicted alongside their directors. The Art. 31 bis CP system requires an effective crime prevention model or the company faces prosecution.

When can a company be convicted?

Route A: crime committed by legal representatives or de facto directors for the company's benefit.

Route B: crime committed by employees due to serious failure of supervisory controls by management.

Corporate liability is autonomous: the company can be convicted even if the individual perpetrator is unidentified, deceased or acquitted (Art. 31 ter CP).

Applicable penalties

• Fines (quota-based: €30–€5,000/day × number of days)
• Dissolution of the company
• Activity suspensión (up to 5 years)
• Ban on public contracts (up to 15 years)
• Judicial administration

The prevention model (compliance programme)

Complete exemption if, before the crime, the company had adopted an effective crime prevention model including: activity risk mapping, financial controls, a compliance officer with autonomous powers, a whistleblowing channel (Law 2/2023), a disciplinary system, and regular updates.

Key STS rulings: STS 154/2016 (first corporate conviction), STS 583/2017 (mere paper compliance insufficient; must be applied), STS 890/2022 (prosecution bears burden of proving absence of effective model).

Lexiel maps sector-specific criminal risks, finds TS compliance case law and drafts corporate risk reports and supplier compliance clauses.