A company can be held liable for an offense committed in the performance of its business activity, in its own interest or on its behalf. The liability of the company is distinct from that of the administrator and other natural persons involved; under the law, both may be held liable for the same offense.

The basic rule is in Article 135 of the Criminal Code. To apply it, the concrete act, the connection with the legal entity and the evidence in the file are analyzed. The function of administrator alone does not prove participation in the crime.

When the company can be held liable criminally

According to Article 135, paragraph (1) of the Criminal Code, the legal entity is liable for the crimes committed in the performance of its business activity or in the interest of or on behalf of the entity itself. The state and public authorities are exempt. For public institutions, the law provides an exception in the case of acts committed in the exercise of an activity that cannot be subject to private law.

In a specific case, what matters is, among other things, who acted, in what capacity, what their goal was, how the company’s activity was used, and what advantage or effect the conduct sought to achieve. The mere existence of a crime within the company does not automatically establish its responsibility.

The administrator answers separately

Article 135, paragraph (3) stipulates that the criminal liability of the legal person does not exclude that of the natural person who contributed to the same act. The administrator, director or employee may be held liable if evidence shows their contribution and the conditions of the offense are met. Professional title or the signing of a document do not replace the analysis of conduct and the form of guilt required by law.

Therefore, the company and the administrator can be investigated in the same case, but each person’s liability is determined individually. The defense of the company and the defense of the administrator may have different interests, especially when there are disagreements regarding decisions or the flow of documents.

What sanctions the company may receive

The main penalty applicable to legal entities is the criminal fine. The Criminal Code also provides for complementary penalties that can be applied depending on the offense and the circumstances of the case:

  • dissolution of the legal entity;
  • the suspension of activity or the closure of some work sites;
  • the prohibition of participation in public procurement procedures;
  • imprisonment under judicial supervision;
  • the publication of the judgment of conviction.

Not all sanctions apply in every case. Article 137 of the Criminal Code sets out the rules for calculating the fine in days-penalty; the amount depends on the legal limits and the financial data relevant to the legal entity.

What documents and circumstances can count

The analysis of the evidence must distinguish between the activity of the company and the conduct of the natural persons. Depending on the accusation, the following may be useful:

  • the constitutive act, the organization chart, the delegations and the duty sheets;
  • the minutes of the management bodies and internal approvals;
  • the contracts, invoices, payments and the route of the goods or funds;
  • the correspondence and records showing who took or executed the decisions;
  • the internal procedures, controls and relevant compliance measures.

Documents must be kept in their original form and presented with the full context. Compliance procedures can help to understand the organization and measures taken, but do not provide, per se, criminal immunity.

What to do if the company or administrator is the target of an investigation

  1. Note the received document, the judicial body, the quality in which the person is cited and the indicated term.
  2. Keep relevant documents and messages; do not modify or delete records.
  3. It identifies the persons who decided, approved or executed the investigated operations.
  4. It analyzes separately the position of the company and the position of the administrator, including possible conflicts of interest.
  5. Request legal assistance before declarations or the voluntary surrender of documents, taking into account the applicable legal obligations.

If searches take place, read this as well The guide on rights during a home search.

Frequently asked questions

Will the company automatically respond if the administrator is being investigated?

No. The liability of the legal entity is analyzed under the conditions of Article 135 of the Criminal Code and based on evidence of the connection between the act and the activity, interest, or name of the company.

Can the administrator be convicted if the company also responds?

Yes, if his contribution is proven and the conditions of the offense are met. The liability of the company does not exclude that of the individual.

Do compliance procedures exclude criminal liability?

Not automatically. They can be analyzed together with the other evidence, but they do not replace the verification of the facts and the legal conditions.

Official sources

The information is general. The legal framework and strategy depend on the charge, the documents, and the role of each person in the specific case.