Organic Law 14/2022: Reformed Economic Crimes in Spain
In this article
Key Takeaways
- Private corruption up to 4 years in prison
- International corruption broadened
- Reinforced compliance required
- Defence: effective compliance
Organic Law 14/2022 toughened the economic offences of the Criminal Code: it raised the penalty for private corruption under Art. 286 bis CP to up to 4 years in prison with disqualification of 1 to 6 years, broadened corruption in international transactions under Art. 286 ter CP to officials of international organisations, and reinforced the corporate offences of Arts. 290 to 294 CP. The reform requires reviewing the compliance programmes of Art. 31 bis CP, whose real effectiveness can exempt the legal person from liability.
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Organic Law 14/2022, of 22 December, was one of the most relevant reforms of the Criminal Code in economic matters since 2015. It toughened the penalties for private corruption, adjusted international corruption to the 1997 OECD Convention, and modified corporate offences. As economic crime lawyers, we explain the reform and its impact on corporate compliance.
Reformed Private Corruption: Art. 286 bis CP
Article 286 bis CP punishes offering, promising, granting, receiving or soliciting an undue benefit or advantage within commercial or professional relationships so that the recipient favours the corrupter. Organic Law 14/2022 broadened the circle of perpetrators and toughened the penalties: prison of 6 months to 4 years (previously up to 3 years), special disqualification from exercising industry or commerce of 1 to 6 years, and a fine of one to three times the value of the benefit. The penalty is imposed in its upper half where the benefit is of special significance or affects essential goods or public health.
Corruption in International Transactions: Art. 286 ter CP
Article 286 ter CP punishes the corruption of foreign authorities or officials in international economic transactions. Organic Law 14/2022 broadened the offence to officials of international organisations and fully harmonised the conduct with the 1997 OECD Convention. Penalties rise to prison of 3 to 6 years, a fine of one to three times the value and a prohibition on contracting with the public sector for 7 to 12 years.
Corporate Offences: Arts. 290-298 CP
- Art. 290 CP - Falsification of annual accounts: falsifying accounts or corporate documents to harm the company, shareholders or third parties. Penalties: 1 to 3 years and a fine.
- Art. 291 CP - Imposition of abusive resolutions: a majority imposing abusive resolutions harming minority shareholders.
- Art. 292 CP - Harmful resolutions: imposing or taking advantage of resolutions harmful to third parties.
- Art. 293 CP - Obstruction of shareholder rights: preventing the exercise of the right to information, vote or challenge.
- Art. 294 CP - Obstruction of administrative inspection: denying or impeding the action of supervisory bodies.
- Art. 252 CP - Unfair administration: anyone with powers to administer another's assets who breaches them by exceeding their exercise, causing harm. Penalty: 6 months to 6 years.
Impact on Corporate Compliance
The reform requires reviewing criminal compliance programmes under Art. 31 bis CP. Organisation and management models must include specific controls on international commercial relations (gifts, commissions, sponsorships), reinforced due diligence on intermediaries and agents, whistleblower channels under Law 2/2023, approved anti-corruption policies, and a register of payments to third parties with full documentary traceability.
Defence Strategies
- Atypicality through social adequacy: distinguishing courtesy gifts or reasonable business attentions from bribery (Art. 286 bis.4 CP).
- Absence of intent: proving ignorance of the undue nature of the benefit.
- Effectiveness of the compliance model: triggering the exemption of Art. 31 bis.2 CP by demonstrating its suitability and effective supervision.
- Limitation: checking the periods of Art. 131 CP (5 years for penalties of up to 5 years).
- Nullity of evidence: challenging searches, wiretaps or documentation obtained without guarantees.
- Cooperation with the prosecution: the mitigating factor of confession (Art. 21.4 CP) or repair of the harm (Art. 21.5 CP).
Investigated for economic crime?
Investigations for private, international or corporate corruption usually include searches, seizures and account freezes.
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Frequently asked questions
What did Organic Law 14/2022 change in private corruption under Art. 286 bis CP?
It raised the prison sentence to up to 4 years (previously 3), added special disqualification from exercising industry or commerce of 1 to 6 years, and kept the fine of one to three times the value of the benefit. It also broadened the circle of possible perpetrators to directors, employees, collaborators and partners of private companies, and expressly introduced liability for offenders who take advantage of their position of trust.
Who is affected by the offence of corruption in international transactions under Art. 286 ter CP?
It punishes the corruption of foreign authorities or officials in international economic transactions. Organic Law 14/2022 broadened the offence to officials of international organisations and raised the penalties to prison of 3 to 6 years, a fine of one to three times the value and a prohibition on contracting with the public sector for 7 to 12 years.
Which corporate offences did the reform reinforce?
Arts. 290 to 294 CP: falsification of annual accounts (Art. 290), imposition of abusive resolutions (Art. 291), harmful resolutions (Art. 292), obstruction of shareholder rights (Art. 293) and obstruction of the inspection of supervisory bodies such as the CNMV or the Bank of Spain (Art. 294). Unfair administration is punished under Art. 252 CP.
Can a company avoid criminal liability with a compliance programme?
Yes, provided the organisation and management model under Art. 31 bis CP is effective and not merely formal. It must include controls on international commercial relations, due diligence on intermediaries, whistleblower channels under Law 2/2023 and a register of payments to third parties. The absence or ineffectiveness of the compliance programme results in criminal liability for the legal person.
When do these economic offences become time-barred?
Art. 131 CP applies: offences carrying a prison sentence of up to 5 years become time-barred after 5 years. Checking the limitation periods is one of the first lines of defence, together with proving atypicality through social adequacy or the absence of intent.
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