Analysis of corporate criminal liability (Art. 31 bis Spanish Penal Code) applied to law firms and professional partnerships: compliance program requirements, whistleblowing channel and certification.
Corporate criminal liability in Spain (introduced by LO 5/2010, reformed by LO 1/2015) is now an established reality. In 2026, law firms and professional partnerships can no longer ignore this regime.
A legal entity is criminally liable when crimes are committed in its name and for its benefit: (1) by legal representatives or de facto directors, or (2) by employees under the control of those persons where due control was not exercised.
Most relevant crimes for law firms: money laundering (Art. 301 CP), tax fraud (Arts. 305-310 bis CP), corruption between private parties (Art. 286 bis CP), disclosure of secrets (Arts. 197-201 CP).
Art. 31 bis.2 CP exempts the legal entity from liability if the board adopted and effectively implemented a prevention model including: risk identification, prevention protocols, financial controls, a whistleblowing channel, a disciplinary system, and periodic verification.
The Whistleblowing Act (Ley 2/2023) requires a confidential internal reporting channel for organisations with 50+ employees. Retaliation against whistleblowers is sanctionable with fines up to €300,000.
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Guide to corporate criminal liability in Spain: Art. 31 bis CP, prevention models, compliance officer, grounds for exoneration and latest Supreme Court rulings.