Specialist Corporate Crime Attorneys in Spain

The corporate crimes regulated in Arts. 290 to 297 of the Spanish Criminal Code represent the strongest intervention of Criminal Law on the internal functioning of commercial companies and, together with unfair administration (Art. 252 CP) and misappropriation (Art. 253 CP), form the core of what the sector calls corporate criminal law. The protected legal interest is plural: trust in the regularity of commercial traffic, the company's own assets, the rights of minority shareholders and the legitimate interests of creditors. Supreme Court case-law has consolidated a restrictive interpretive canon that carefully distinguishes bad business management — not punishable — from the willful abuse of corporate power.

The catalogue of Chapter XIII of Title XIII comprises several differentiated types. Art. 290 sanctions falsification of annual accounts or other corporate documents suitable to cause economic harm to the company, partners or third parties: the core conduct is the accounting "mutation of truth" with fraudulent intent. Art. 291 punishes the imposition of abusive agreements by whoever exploits a majority position at the general meeting or on the board, for gain, to the detriment of the other partners and without benefit to the company. Art. 292 typifies the imposition or exploitation of harmful agreements adopted by a fictitious majority (misuse of a blank signature, wrongful attribution or unlawful denial of voting rights, or similar means), without prejudice to punishing separately any coercion or other offence committed to obtain it. Art. 293 protects the partner's rights to information, participation in management, control and pre-emptive subscription, sanctioning administrators who deny or obstruct them without legal cause. Art. 294 sanctions obstruction of inspection or supervisory activity by administrative bodies (CNMV, Bank of Spain, DGSFP). Art. 295 was repealed (LO 1/2015: its content moved to unfair administration under Art. 252); Art. 296 governs prosecution and Art. 297 defines "company": cooperatives, savings banks, mutual societies, financial or credit institutions, foundations, commercial companies and analogous entities that participate permanently in the market.

Penalties are technically medium but professionally devastating. Falsification of accounts under Art. 290 carries 1 to 3 years' prison and 6 to 12 months' fine; if effective damage results, the penalty is imposed in its upper half. The imposition of abusive or harmful agreements sanctions with 6 months to 3 years' prison or fine of one to three times the benefit obtained. Denial of partner rights is punished with 6 to 12 months' fine. Obstruction of administrative supervision with 6 months to 3 years' prison or fine. On these penalties also operate special disqualification as an accessory penalty where the office was directly connected with the offence (Art. 56 CP) and derived civil liability (compensation for damage caused to the company or partners). The legal entity itself is not criminally liable for these offences, which are not among those covered by Art. 31 bis CP; it can only be so where the same facts also involve an offence that does provide for it (fraud, money laundering, tax fraud, business corruption).

Technical defence in corporate crimes pivots on four consolidated axes. First, the Business Judgment Rule, adopted by Supreme Court case-law and by the Companies Act (Art. 226 LSC after the 2014 reform): business decisions taken in good faith, without personal interest, with sufficient information and following an adequate procedure, escape criminal reproach even if they produce losses. Second, the capacity-to-harm requirement in account falsification under Art. 290: the Supreme Court requires that the alteration have real capacity to cause economic harm; formal errors, accounting reclassifications or interpretive discrepancies on PGC criteria do not integrate the type. Third, the distinction between unfair administration and interpretive difference: the boundary between disputable business decisions and willful patrimonial disposition is decisive and is built with forensic accounting expert reports. Fourth, prosecutability and time limits: corporate crimes require a complaint by the injured party or their legal representative (Art. 296; where the victim is a minor, a person with a disability in need of special protection or a helpless person, the Public Prosecutor may also file it), unless they affect general interests or a plurality of persons; knowing limitation periods (5 years in basic types) is a strategic key.

In current forensic practice, corporate crimes have moved from being a marginal category to constituting the preferred battlefield of shareholder conflicts, squeeze-out operations against minorities, family-business control struggles and pre-insolvency disputes. The criminal complaint has become a strategic tool for pressure and negotiation — the so-called "nuclear button" — that, once activated, moves the conflict from the commercial to the criminal sphere, with real risk of prison and disqualification. At Alonso Sala we intervene with a coordinated team of criminal and commercial lawyers, forensic accountants and criminal compliance specialists (UNE 19601), articulating both defensive and accusatory strategies. We approach each file with the conviction that success in corporate crimes depends on combining criminal-law rigor with business vision: winning the trial matters, but so does preserving the company's value, shielding the administrator's personal assets and positioning the client for favorable negotiation when the judicial route ceases to be optimal.

Art. 290 CP punishes de facto or de jure administrators of an incorporated company — or one in the process of formation — who falsify the annual accounts or other documents that must reflect the legal or economic situation of the entity, provided the falsehood is suitable to cause economic harm to the company itself, to any of its shareholders or to a third party. The penalty is one to three years' imprisonment plus a six-to-twelve-month fine; if the harm actually materializes, the penalties are imposed in their upper half. The most frequent conduct in practice includes overvaluing assets, concealing liabilities or overdue debts, booking fictitious income, deliberately omitting provisions, and "window dressing" balance sheets presented to banks to obtain credit. The material object reaches, beyond the annual accounts in the strict sense (balance sheet, profit and loss account, notes), any document meant to reflect the true and fair view of the entity.

This is a special offence (delito especial propio): only de facto or de jure administrators can be principals. The de jure administrator is the one formally appointed and registered; the de facto administrator is whoever exercises real, autonomous control of management without a valid appointment — an expired or void office, a manager acting behind a figurehead, a dominant shareholder issuing the effective instructions. Art. 31 CP reinforces this scheme: whoever acts as de facto or de jure administrator of a legal entity is personally liable even if the personal conditions required by the offence are met by the entity rather than by him. Non-administrator third parties (CFOs, external accounting advisers) cannot be principals, but they can be participants — necessary cooperators or accessories — if they knowingly contribute to the falsification.

The boundary with ordinary documentary forgery (Arts. 390-392 CP) is essential. Art. 392 CP punishes a private individual who commits, in a commercial document, any of the falsehoods listed in the first three numbers of Art. 390.1 (altering essential elements, simulating a document, feigning the intervention of persons), with six months to three years' imprisonment plus a fine. However, ideological falsehood — lying in the narration of facts — is not punishable when committed by a private individual: Art. 290 closes that gap by punishing the administrator's untruth about the company's economic situation; where one conduct fits both provisions, consolidated Supreme Court case-law applies the rules on conflict of norms. As against the accounting offence of Art. 310 CP, the difference lies in the protected interest and the perpetrator: Art. 310 protects the Tax Authority's powers of verification and punishes, with five to seven months' imprisonment, the absolute breach of the bookkeeping duty, double bookkeeping, or fictitious and omitted entries — the latter only where they exceed 240,000 euros per financial year and feed into the tax returns. A "B set of books" that deceives both the Tax Authority and the shareholders may trigger both offences.

Art. 252 CP punishes those who, holding powers to manage another's assets — arising from the law, entrusted by an authority or assumed through a legal transaction —, breach those powers by exceeding them and thereby cause harm to the managed estate. The penalty is set by reference to the fraud scale: six months to three years' imprisonment for the basic offence (Art. 248 CP); one to six years' imprisonment plus a six-to-twelve-month fine where a circumstance of Art. 250.1 applies — among them, damage exceeding 50,000 euros or abuse of business or professional credibility, a frequent aggravation for company administrators —; and four to eight years' imprisonment plus a twelve-to-twenty-four-month fine where the damage exceeds 250,000 euros (Art. 250.2). If the damage does not exceed 400 euros, the penalty is a fine of one to three months (Art. 252.2).

Since the 2015 reform, unfair administration ceased to be a corporate crime in the strict sense — the former specific offence within the corporate-crimes chapter was repealed — and became an ordinary property offence: it no longer requires the status of administrator of a commercial company, nor does the prosecution condition of Art. 296 CP apply to it. The practical boundary with misappropriation remains the intent of definitive appropriation (the so-called "point of no return"): whoever incorporates the money into his own assets commits misappropriation; whoever disloyally uses or manages it causing harm commits unfair administration. On civil liability, Supreme Court ruling STS 179/2026 of 27 February confirmed, in a continued offence of corporate unfair administration, that several acts stemming from a single cause form a "single insured event", capping the insurer's obligation at the maximum sum insured — a key criterion where a D&O policy exists.

Against a consultation dominated by the commercial-law approach, the criminal-law analysis requires distinguishing three families of offences that frequently overlap in the same business conflict. The key lies not only in the penalty, but in the protected legal interest and the prosecution condition, which determine who may file a complaint, against whom and with what margin. Unfair administration (252) and misappropriation (253) are, since the 2015 reform, ordinary property offences; corporate crimes (290-294) are mostly special offences: those in Arts. 290, 293 and 294 can only be committed by de facto or de jure administrators; Art. 291, by whoever exploits a majority position at the general meeting or on the board; and Art. 292, by whoever imposes or takes advantage of the harmful resolution.

The first distinguishing criterion separates the property block (252 and 253) from the corporate types (290-297). The former protect assets regardless of the corporate form and are prosecuted ex officio; the latter require, except for Arts. 291 and 292, administrator status and, as semi-public offences, cannot be prosecuted unless the injured party files a complaint (barring general interests or a plurality of persons). Hence, in a shareholder conflict, classification as unfair administration —rather than as a corporate crime— avoids the prosecution barrier of Art. 296 and widens the prosecution's margin.

The second criterion distinguishes, within the property block, unfair administration (252) from misappropriation (253): the boundary is the intent of definitive appropriation, the so-called "point of no return". Whoever incorporates the money into their own assets commits misappropriation; whoever disloyally uses or manages it, causing harm without making it definitively their own, commits unfair administration. Where a single maneuver simultaneously fits a corporate type and a property type —for example, falsifying the accounts (290) to conceal a disloyal disposal of corporate funds (252)—, the relationship between them is resolved under the rules on concurrence of offences, and that is where the differential of a strictly criminal approach over a purely commercial one lies.

Before turning to the criminal courts, keep in mind the prosecution condition of Art. 296 CP: corporate crimes in the strict sense (Arts. 290 to 294) can only be prosecuted upon complaint by the aggrieved person or their legal representative — a requirement that the querella (formal criminal complaint) itself satisfies. The Public Prosecutor may act where the victim is a minor, a person with a disability in need of special protection, or a helpless person; and no complaint is required where the offence affects general interests or a plurality of persons (Art. 296.2). This condition, by contrast, does not govern unfair administration (Art. 252) or misappropriation (Art. 253), which are ordinary property offences.

A solid querella is built before it is filed. Our usual evidence checklist:

• Exercise and document the right to information that the Spanish Companies Act (LSC) grants shareholders: written requests for reports and clarifications before the general meeting, questions recorded in the minutes and, where appropriate, demands sent by certified communication or notarial certificate. A frontal, repeated refusal is the basis of Art. 293 CP and valuable evidence of intent.
• Obtain from the Commercial Registry (Registro Mercantil) the filed annual accounts for recent years, audit reports and the certificate of current officers: they allow the official accounts to be checked against reality and establish who was administrator at each point in time.
• Gather the available internal documentation: meeting notices and minutes of general meetings and board sessions, related-party contracts, bank statements and relevant emails obtained lawfully.
• Commission a prior forensic accounting report identifying the suspicious transactions and quantifying the damage: a querella filed with an expert report attached greatly improves its prospects of admission and of early precautionary measures.
• Coordinate parallel commercial actions (corporate liability actions, challenges to resolutions) and monitor limitation periods — five years for the basic offences.

Corporate-crime cases are usually processed under the abbreviated procedure and move through clearly defined stages, with strict time control over the investigation:

1. Opening: filing of the complaint or querella and, where appropriate, admission with the opening of preliminary proceedings.
2. Investigation: Art. 324 LECrim sets a maximum of twelve months from the opening of the case, extendable by reasoned court order, after hearing the parties, for successive periods of up to six months each. In complex economic cases, chained extensions are common. Two rules of great defensive value: measures ordered before expiry remain valid even if their results arrive later (324.2), but measures ordered after expiry without a valid extension are not valid (324.3).
3. Intermediate stage: the court decides between dismissal and the opening of trial; prosecution and defence file their indictment and defence briefs.
4. Trial: forensic accounting evidence usually takes centre stage. After LO 1/2025, the negotiated guilty plea (conformidad) no longer has a penalty ceiling (nor does that of Art. 655 LECrim in ordinary proceedings) and, in the abbreviated procedure, it may be entered at the preliminary hearing of Art. 785 LECrim, widening the room for a negotiated outcome even in serious corporate cases.
5. Judgment and appeals: appeal and, where applicable, cassation before the Second Chamber of the Supreme Court.

The total length depends on the documentary volume and the complexity of the expert evidence. We work to make the time-limit control of Art. 324 LECrim play in the client's favour, whether for the defence — seeking to invalidate steps taken out of time — or for the prosecution, scheduling measures within the window.