What are legal persons?
They are companies, associations and other legal forms that may have rights and obligations. They are called legal persons to distinguish them from human persons.
Do legal persons have criminal liability for any kind of crime?
This law establishes that legal persons may have criminal liability for the following crimes:
- Bribery and influence peddling, national and transnational. These are crimes provided for in articles 258 and 258 bis of the Penal Code.
- Negotiations incompatible with the exercise of public functions. This offense is provided for in article 265 of the Penal Code.
- This offense is provided for in article 268 of the Penal Code. It is to use for one's own benefit the money or property demanded from another person with abuse of office.
- Illicit enrichment of officials and employees. This offense is provided for in articles 268 (1) and (2) of the Penal Code.
- Aggravated false balances and reports. This offense is provided for in article 300 bis of the Penal Code.
How do legal persons commit these crimes?
Legal persons commit these sue when:
- directly or indirectly intervene in its realization;
- the are crimes committed in their interest or benefit;
- the crime for the benefit or interest of the legal person is committed by a third party who cannot represent it but the legal person ratifies what was done by the third party.
What happens if a human person representing a legal entity commits one of these crimes for their own benefit?
If the action of the human person does not generate any benefit or profit for the legal person, the legal person has no criminal liability.
What happens if a legal entity that committed any of these crimes merges with another?
If a company that committed any of these crimes undergoes some type of transformation or merges with another, its criminal liability is transferred to the new legal person.
What happens if a legal entity that committed one of these crimes disappears but continues its economic exploitation?
In this case, the criminal liability of the legal person remains. This is so as long as it continues its economic activity and that its customers, suppliers and employees are the same as the previous legal entity.
Can a legal person receive a penalty when no human person is found responsible for the crime?
Yes. It is possible that the legal person receives a penalty even if it has not been possible to identify the human person who intervened. In order to hold the legal person accountable, it must be demonstrated that to commit the crime the tolerance of the governing bodies of the legal person was necessary.
Extinction of criminal action
For what reasons is the criminal action against a legal person extinguished?
- By amnesty: means that the State decides to pardon the corresponding penalties for the crime committed.
- By prescription: means that a person cannot be brought to trial because the time provided by law to be able to do so has passed.
If one of the individuals who participated in the crime dies, is the criminal action against the legal person extinguished?
No. Death is a cause for extinction of the criminal action, but the extinction of the criminal action against the human persons who participated in the crime does not affect the life of the criminal action against the legal entity.
If the legal person voluntarily pays the fine, is the criminal action extinguished?
No. Legal persons are not subject to this possibility provided for in art. 64 of the Penal Code.
What is the statute of limitations for criminal proceedings against legal entities?
6 years from the commission of the crime.
What penalties can a legal entity receive?
- Penalty fee. The amount of the fine can be from 2 to 5 times the undue benefit that the legal person obtained for the commission of the crime.
- Total or partial suspension of activities. The suspension has a maximum limit of 10 years.
Suspension to participate in state contests or tenders for public works or services or in any other activity related to the State. The suspension has a maximum limit of 10 years.
- Dissolution and liquidation of the legal capacity when it was created for the sole purpose of committing the crime or the crime was its main activity.
- Loss or suspension of state benefits that the legal person has.
- Publication of a summary of the sentence that condemns it at the expense of the legal person.
Can legal entities be repeat offenders?
Yes. There is recidivism when the legal person is sanctioned for a crime committed within the 3 years following the date on which a previous sentence that condemned it became final.
Can the legal person pay the fine in installments?
Yes. The fine can be divided in installments to pay it up to 5 years. This is possible when paying it in a single payment endangers the continuity of the legal entity or the maintenance of jobs.