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Bufete de abogados penalistas Alonso Sala
corporate_farePractice Area

Specialist Lawyers in Corporate Crimes

Leading criminal defense in corporate conflicts and unfair administration in Madrid and throughout Spain.

Experts in Corporate Crimes: Beyond Civil Conflict

Corporate crimes (Arts. 290 to 297 CP) represent the most forceful intervention of Criminal Law in the business fabric. At Alonso Sala, as specialist criminal lawyers, we do not treat these cases as simple commercial disputes, but as true "corporate wars" where personal freedom, assets, and professional reputation are at stake.

The Penal Code sanctions conduct that goes beyond mere management error. It seeks to punish the specific intent of those who, abusing their position of power (administrator or majority partner), instrument the corporate structure to obtain an illicit benefit to the detriment of others. This distinction is vital: a bad investment is a business misfortune; an investment designed to divert funds to a shell company is a crime of unfair administration.

Often, these crimes are used as pressure tools ("Leverage") in situations of corporate deadlock or minority "Squeeze-out". The criminal complaint thus becomes the "nuclear button": once activated, the conflict ceases to be private and enters a public dimension where the administrator faces prison sentences and absolute disqualification from exercising commerce, which would imply their professional "civil death".

Our Corporate Defense Strategies

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Forensic Audit

In corporate crimes (especially False Accounts and Unfair Administration), the battle is won in numbers. We deploy economic experts ("Forensic") to trace every euro, justify controversial items, or, in prosecution, prove where the embezzlement is hiding.

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Business Judgment Rule

We defend the administrator claiming that their decisions, although causing losses, were made in good faith, with adequate information, and without personal interest. Criminal Law cannot punish mere failed business risk. It is our main shield.

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Action vs Omission

Many corporate crimes are committed by omission (not calling a Meeting, not providing information). We analyze whether there was a clear "infraction of extra-criminal duties" or if, conversely, the conduct was covered by the technical discretion of the position.

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Negotiated Exit

Often, the criminal complaint is a tool to force a negotiation (share buyout, dissolution). We understand the power game and use the criminal process to place our client (partner or administrator) in the optimal position of strength to negotiate their exit.

ART. 290 CPThe Crime of False Accounts

It is the cornerstone of corporate criminal law. It punishes administrators who "falsify annual accounts or other documents" in a way suitable to cause economic harm.

Suitability

Damage does not need to occur. It suffices that the falsehood has the potential capacity to deceive and harm.

Documents

Annual accounts, minute books, management reports, balance sheets presented to banks. Any document reflecting the true image.

The Damage

If damage is caused to the company, partners, or third parties, the penalty is significantly aggravated.

Specific Criminal Typologies

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False Accounts (Art. 290)

Technical defense against accusations of "window dressing" and false balance sheets. Forensic audit to dismantle alleged harmful suitability.

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Unfair Administration

Defense of administrators for excesses in their functions, personal expenses, or risky decisions (Business Judgment Rule).

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Abusive Agreements (Art. 291)

Criminal impeachment of Board agreements (majority steamroller) adopted to harm the minority without social benefit.

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Denial of Rights (Art. 293)

Criminal protection of the minority partner against refusal of information, voting, or participation in management.

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Why Alonso & Sala for Corporate Crimes?

Because we understand corporate law is three-dimensional chess. A criminal move can unlock a stagnant commercial situation.

  • checkSpecialists in High-Stakes Corporate Litigation.
  • checkMixed team: Criminal and Commercial lawyers working together.
  • checkForensic Audit integrated into defense strategy.
  • checkSuccess Fee models and litigation funding available.
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FAQs

When is 'falsifying accounts' (Art. 290) a crime?expand_more
An accounting error is not enough. Specific intent is required: altering annual accounts or other documents (management reports, balance sheets) in a way suitable to cause economic harm to the company, partners, or third parties. The crime is consummated with mere risk, but if there is actual damage, the penalty is aggravated.
What is the 'Business Judgment Rule'?expand_more
It is a fundamental defense doctrine. It establishes that judges should not review the substance of strategic business decisions if they were made in good faith, without personal interest, and with sufficient information, even if the result was negative (losses). It protects the administrator from being criminalized for inherent business risk.
Can a minority partner sue the majority?expand_more
Yes. The Penal Code (Art. 291) punishes the imposition of abusive agreements. If the majority uses its 'steamroller' to approve decisions that do not benefit the company but only seek to harm the minority (e.g. unjustifiably withholding dividends to suffocate them), a crime exists.
What liability does the De Facto Administrator have?expand_more
Total. Art. 31 of the Penal Code extends liability to whoever makes the real decisions ('the one in charge'), even if they are not listed in the Mercantile Registry or use figureheads. The de jure and de facto administrators possess joint and several liability.
Is 'double accounting' a crime?expand_more
Yes, and it usually implies a concurrence of crimes: accounting crime (Art. 310) and tax fraud (Art. 305). The existence of a 'B-Box' or parallel accounting destroys the presumption of innocence in management and opens the door to convictions for continued unfair administration.
Difference between Unfair Administration and Misappropriation?expand_more
After the 2015 reform, the distinction is subtle. If the administrator keeps the money forever (incorporates it into their assets), it is Misappropriation. If they 'only' use it improperly causing us damage (e.g., sumptuous expenses, intentional ruinous management) without incorporating it, it is Unfair Administration.
How is damage to the partner proven?expand_more
Through economic expert evidence ('Forensic'). It is vital to quantify how much the partner has lost due to the administrator's maneuver (e.g., value of the diluted share, unperceived dividends, diversion of clients to another linked company).
Can the company be liable as a legal entity?expand_more
Yes. Corporate crimes can trigger the criminal liability of the legal entity if a prevention model (Compliance) did not exist. The company could suffer millionaire fines or even its dissolution.
When do these crimes expire?expand_more
Generally after 5 years. However, in complex cases of continued unfair administration, the period may start counting from the last act or from when the damage was discovered, which enormously lengthens the possibility of prosecution.
What is 'fraudulent dilution' of partners?expand_more
Carrying out an unnecessary or artificial capital increase ('accordion operation') with the sole purpose of reducing the percentage of the minority partner who cannot attend it, de facto expelling them from decision-making. It is a classic form of imposing an abusive agreement.
Is it a crime to deny me information before the Meeting?expand_more
Art. 293 CP punishes administrators who deny 'without legal cause' the exercise of information rights. A vague answer is not enough; the refusal must be frontal and obstructive. It is the main weapon of the minority to prepare their lawsuit.
What if there is a 'tie' conflict (50/50)?expand_more
Corporate deadlock is not a crime per se. But if one of the partners maliciously blocks the company in order to sink it or force its purchase at a vile price, they could incur in unfair administration or coercion.
Can I ask for provisional prison for the administrator?expand_more
It is difficult but possible if there is a risk of flight or, above all, risk of destruction of evidence (shredding documents or erasing hard drives). In economic crimes, the most common measures are real bails and preventive seizures.
Is the annual audit of accounts useful?expand_more
Ordinary audit usually does not detect sophisticated fraud. For a criminal process, we need a specific 'Forensic Audit', focused on detecting the illicit and tracing the flow of diverted money.
What is the corporate action for liability?expand_more
It is the commercial route to claim compensation from the administrator. It can run parallel to the criminal route. Often, the criminal complaint is used strategically to force a clearly advantageous negotiation in the partner's exit.
Liability for debts vs Crime?expand_more
Not paying debts is not a crime (except for asset concealment). Closing the company disorderly leaving unpaid debts is a commercial illicit. Crime requires deception or abuse of functions with intent.
What if the administrator is my relative?expand_more
The 'absolutory excuse of kinship' (Art. 268) DOES NOT apply in crimes of unfair administration or strict corporate crimes. Criminal action can be taken against brothers, fathers, or children if they have defrauded within the family business.
Is it a crime to assign oneself an 'out of market' salary?expand_more
If the Bylaws say the position is free and the administrator takes a salary, it is a crime. If it is remunerated but they set an astronomical salary that decapitalizes the company, it is also unfair administration.
Can I challenge approved accounts?expand_more
Yes, the commercial route allows challenging. But if the accounts are false, the criminal route is more forceful: it seeks prison for the formulator and the radical nullity of everything acted under that falsehood.
Can criminal route be used as a threat?expand_more
The criminal complaint CANNOT be a simple pressure instrument without foundation (could be false accusation). But if real crime exists, using it strategically to negotiate is legitimate. 'Leverage' exists, but must be based on real facts and solid evidence.

Need Immediate and Expert Legal Assistance?

The judicial system is complex and can be relentless. Do not face it alone. We have the experience, technical knowledge, and human resources necessary to fight for you. Contact us today to schedule a confidential consultation and start building your defense.

Contact Alonso Sala

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