Corporate Criminal Liability in Spain: Art. 31 bis Criminal Code and Compliance Programs
Analysis of Art. 31 bis of the Spanish Criminal Code: when a company is criminally liable, compliance program requirements for exemption, supervisory body and quarterly review.
Corporate Criminal Liability in Spain
Since the reform of the Criminal Code by LO 1/2015, legal entities can be criminally liable for crimes committed within them. Art. 31 bis CP establishes two attribution channels:
1. Crimes committed by legal representatives (Art. 31 bis 1.a)
The company is liable when crimes are committed by its legal representatives or by those who, acting individually or as members of a body, are authorized to make decisions on behalf of the legal entity or hold organizational and control powers.
2. Crimes committed by subordinate employees (Art. 31 bis 1.b)
It is also liable for crimes committed by those subject to the authority of the persons in the previous paragraph, when they could have been committed due to serious breach of supervision, surveillance and control duties.
The compliance program as an exemption (Art. 31 bis 2)
The company is exempt from liability if it meets 4 simultaneous conditions:
- Prevention model adopted before the crime
- Autonomous supervisory body (Compliance Officer)
- Fraudulent evasion by individual perpetrators
- No omission of supervisory functions
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