Organic Law 14/2022: Reformed Economic Crimes in Spain

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).