Corporate Crimes: Unfaithful Management and False Accounting

Economic criminal law has turned its focus to the internal management of companies. Being a good commercial manager is no longer enough; the director holds a position of guarantor over the legality of corporate operations. Corporate crimes (Arts. 290 et seq. CP) punish conduct that undermines the transparency and the assets of the company, of its shareholders or of third-party creditors. Our criminal lawyers experienced in corporate crimes in Madrid can help you with this type of situation.

Unfaithful Management: Bad Management or an Offence?

The flagship offence is unfaithful management (now governed by Art. 252 CP as a property offence). It is committed where a person with powers to administer the assets of another exceeds the exercise of those powers and causes loss. Clear examples: setting an exorbitant salary not approved by the General Meeting, systematically using the company card for personal expenses, or selling company assets at a knockdown price to a related company.

False Accounting (Art. 290 CP)

Cooking the accounts to show profits and collect a bonus, or to show losses and avoid paying taxes or dividends, is an offence. It punishes directors who falsify the annual accounts or other documents that must reflect the legal or economic situation of the entity, in a manner liable to cause economic loss. The key to the defence is the accounting expert report: showing that the accounting adjustment was a valid interpretation of the rules and not a deliberate manipulation.

Imposing Abusive Resolutions

It is also an offence (Art. 291 CP) for the majority to impose abusive resolutions with an intention of personal gain and to the detriment of the minority, where they bring no benefit to the company. This is the criminal route to protect the oppressed minority shareholder against the majority's "steamroller".