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Company criminal liability and compliance programs

Last verified: 2026-10-30 · Status: Changing

From 5 November 2026 companies answer criminally under the new Penal Code for acts by organs, representatives or staff done on their behalf where supervision failed. A real compliance program lowers the penalty or, with fraud by a subordinate, clears the company. A Senate backed bill to delay 24 months had no Chamber vote or promulgation found at 30 October 2026.

Key facts

Company criminal liability under the Penal Code	Starts 5 November 2026 unless changed textLey 74-25 art. 8; Ley 44-26 art. 31, as of 2026-10-30 · in force
Start date	2026-11-05 dateLey 44-26 art. 31, as of 2026-10-30 · in force
Top fine in public sector minimum salaries	1500 minimum salariesLey 74-25 art. 40, as of 2026-10-30 · in force

The rule

1. Companies are liable for acts or omissions of their organs, representatives or subordinates done on their behalf, where these also result from breach of the duties of direction, control or supervision.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8, 2025-08-03 official text · verified 2026-10-30 · changed: Rewritten by Ley 44-26 of 27 July 2026, G.O. 11254 of 5 August 2026.

2. Arts. 8 to 11 start three months from 5 August 2026.Ley 44-26, art. 31, 2026-07-27 official text · verified 2026-10-30 · changed: Ley 44-26 deferred the start to 5 November 2026.

3. PENDING, press only. A bill to raise the deferral to 24 months passed the Senate in two readings on 21 October 2026. No Chamber vote or promulgation was found at 30 October 2026.Bill amending Ley 44-26 art. 31, press, not applicable, 2026-10-21 official text · verified 2026-10-30

4. Liability applies even if the individual cannot be identified, has died or vanished, as long as the act was within reach only of a person with legal or de facto management.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph I, 2025-08-03 official text · verified 2026-10-30

5. Imprudence, negligence, carelessness or breach of rules or of the duty of care also engages the company.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph II, 2025-08-03 official text · verified 2026-10-30

6. The penalty can drop if a real, effective, measurable and updated program existed before the act; if an incomplete program is followed by real remedies; if damage is repaired; if the company reports voluntarily before formal notice; or if it cooperates.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph III, 2025-08-03 official text · verified 2026-10-30

7. Duties are met and the company is not liable if it proves a program was evaded by fraud, it reported this if known, and a subordinate or outsider breached the measures by fraud the management could not detect.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph IV, 2025-08-03 official text · verified 2026-10-30

8. No liability arises if the offense only hurt the company, or for private action offenses where damage is repaired.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph V, 2025-08-03 official text · verified 2026-10-30

9. A program must hold a code of conduct, risk mapping, controls, training, an autonomous body, finance procedures, a response protocol with discipline, anonymous reporting with protection against retaliation, investigation procedures, periodic review and document traceability.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph VI, 2025-08-03 official text · verified 2026-10-30

10. In micro, small and medium firms the board or manager can take on the compliance role, and duties are scaled to size and risk.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 8 paragraph VII, 2025-08-03 official text · verified 2026-10-30

11. Company liability does not exclude that of individuals.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 9, 2025-08-03 official text · verified 2026-10-30

12. Liability survives dissolution, closure or universal transfer of assets.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 10, 2025-08-03 official text · verified 2026-10-30

13. In groups, liability reaches a controlling entity that took part, ordered, tolerated, knowingly benefited, created a serious organizational defect or failed to supervise.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 11, 2025-08-03 official text · verified 2026-10-30 · changed: Rewritten by Ley 44-26.

14. The State, municipalities, autonomous and decentralized bodies with public powers are outside this regime.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 13, 2025-08-03 official text · verified 2026-10-30

15. Very serious offenses cost 100 to 1,500 public sector minimum salaries, serious ones 50 to 500, and dissolution is available.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 39 and art. 40, 2025-08-03 official text · verified 2026-10-30

16. Complementary penalties include confiscation, closure up to three years or for good, debarment from public contests, loss of licenses and concessions, and a ban on public fundraising.Ley 74-25, Código Penal, consolidated with Ley 44-26, art. 41, 2025-08-03 official text · verified 2026-10-30

Law	Offense	Penalty
Ley 155-17 art. 8	Laundering	From 2,000 minimum salaries, closure, dissolution
Ley 448-06 art. 6	Bribery	Double the reward, floor 75 minimum salaries, closure
Ley 64-00 art. 176	Environmental crime	5,000 to 20,000 minimum salaries, activity ban
Ley 53-07 art. 60	High tech crime	Up to double the individual fine, dissolution

Other laws that already punish companies

Step by step

Check the Gaceta Oficial on the deferral before 5 November 2026.
Run a criminal risk map per activity.
Assign the compliance role; a small firm can use its board or manager.
Adopt the eleven program items and keep evidence.
Open an anonymous channel with anti retaliation rules.
Review in the group: parents are exposed under art. 11.
Add compliance checks to acquisition due diligence, since liability survives transfers.

Common traps

A deferral bill passing does not remove earlier regimes. Ley 155-17 art. 8, Ley 448-06 art. 6, Ley 64-00 art. 176 and Ley 53-07 art. 60 already punish companies.
A paper program fails. The law asks for real, effective, measurable and updated measures.
The company defense needs fraud that management could not detect. A manager's own wrongdoing does not fit it.
In a merger or asset deal, liability follows.
Press accounts differ on when the 24 months would start.
The text of the fines is in public sector minimum salaries, a peso amount we could not confirm.

Sources

← Bribery and corruptionEnvironmental licensing →

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