The reform of the Spanish Penal Code introduces important developments concerning the criminal liability of companies in Spain.
To properly define proper control, the reform improves the regulation of criminal liability of legal entities. This duty of control is generally conditioned to the dimensions of the legal entity.
Furthermore, the reform extends the regime of criminal responsibility to State commercial companies running public policies.
In the case of crimes committed by employees and directors on behalf of a company, the liability of the company is limited as long as the company complies with the duty of supervision and control established by the new legislation.
Therefore, a company will be responsible for crimes:
- Committed for its own direct or indirect benefit by its legal representatives or those acting individually as part of an organ of the company, those authorized to make decisions on behalf of the company or those who hold powers of organization and control within the company.
- Committed in the exercise of social activities for its own direct or indirect benefit by those subject to the authority of the natural persons referred to in the previous paragraph, having committed an offence due to the company’s serious breach of its duties of supervision, surveillance and control of their activity.
Lastly, the reform introduces the existence of a prevention program ( a criminal compliance program), leading to a significant reduction in the risk of crime, as a ground for exemption from the criminal liability of a company.
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