Accused of Unfair Administration in Spain: What to Do

Being reported for unfair administration by a partner, the board or the company itself usually arises in the middle of a corporate dispute: a break-up between partners, a change of administrator or a disagreement over management. This guide is written from the perspective of the person accused: what to do in the first hours, when a management decision is genuinely a crime, and how the defence is built. For the detail of the offence itself, see also our guide to Art. 252 CP.

You Have Been Reported: What to Do First

The first steps shape everything that follows:

• Do not testify without a lawyer. You have the right not to testify; explaining complex management decisions from memory can work against you.
• Gather the corporate documentation: deeds, powers of attorney, board and shareholder meeting minutes, accounts, contracts and emails.
• Document your powers: what you were entitled to do as administrator, within what limits, and how reasonable each decision was.
• Do not make significant corporate decisions without advice while the matter is open.

What Art. 252 CP punishes

Unfair administration (Art. 252 CP) punishes anyone who, holding powers to administer another's assets — from the law, from an authority or from a legal transaction — exceeds those powers and causes harm to the assets under administration. It is an offence autonomous from misappropriation (Art. 253 CP): here the administrator abuses their powers without needing to keep the asset. It carries the same penalties as fraud.

The line with a commercial dispute

This is the heart of the defence. Most corporate disputes are resolved through the commercial courts — challenging resolutions, a corporate liability action, dissolution — and are not a crime. An unfortunate business decision, taken within the powers of the office and with the information available, does not become unfair administration merely because it caused losses. The offence requires an excess of powers and harm to the assets: without them, the matter belongs to the civil or commercial jurisdiction.

Overlap with corporate offences (Arts. 290-297 CP)

Unfair administration often appears alongside the corporate offences of Arts. 290 to 297 CP: falsifying the annual accounts (Art. 290), imposing or adopting abusive or harmful resolutions (Arts. 291 and 292), or denying a partner their rights (Art. 293). Several classifications may coexist in the same matter; working out which applies — or ruling them out — is an essential part of the defence work.

How a dismissal is achieved

When it is shown that you acted within your powers, that there was no significant excess, or that there was no real harm to the company's assets, the proceedings can be dismissed or redirected to the commercial courts, and an acquittal is possible at trial. An early defence that documents your powers and the reasonableness of your decisions is the best route to that outcome. Our firm handles criminal defence in corporate crimes and unfair administration.