The criminal liability of company directors

Published on 24 June 2026

Running a company means taking decisions that carry risk. The vast majority belong to the realm of management, not criminal law. But there is a point at which certain conduct by a director stops being a bad deal and starts to carry criminal relevance. Knowing where that line lies, and being able to show it has not been crossed, is part of prudent management.

The Criminal Code sets out several offences that bear directly on directors, whether de facto or de jure. They are worth knowing, both to defend against a charge and to manage the risk from the moment decisions are taken.

The most common offences

• Breach of fiduciary duty (article 252 of the Criminal Code): a director who, exceeding their powers, causes harm to the assets they manage.
• Misappropriation (article 253): taking as one's own the money or property received with an obligation to return it or to put it to a specific use.
• Corporate offences (articles 290 and following): falsifying the accounts, imposing or exploiting harmful resolutions, obstructing shareholders' rights.
• Around them, fraud, document forgery and offences against the Public Treasury often appear.

Where the line lies

The key is almost never the outcome (that the venture went badly), but the conduct: whether there was an excess of powers, disloyalty, or a benefit obtained at the expense of someone else's assets. The protection of business judgment (article 226 of the Spanish Companies Act) leaves a margin: a decision taken on an informed basis, in good faith, with no personal interest and through a proper procedure does not become a crime simply because it ends in losses.

A practical example

Take a synthetic case. A company director grants a loan of the company's money to another firm in their circle, on terms they would not accept with a third party and without putting it to the board. If that transaction harms the company's assets, it may amount to the breach of fiduciary duty of article 252: there were powers of administration, and they were used against the company's interest.

The same director, on the other hand, who approves a risky investment that ultimately goes wrong, but taken with sufficient information, in good faith and with no personal interest, is protected by the business judgment rule. A bad outcome alone is not a crime. The difference between one case and the other almost never lies in the losses, but in how the decision was taken.

How I approach it

These matters are won or lost in the detail. I delimit the facts precisely, check which wording of the provision was in force when they occurred, and work through the documentary evidence in depth: minutes, accounts, correspondence. I defend both the director under investigation and the company or shareholders harmed by the conduct.

If you have a matter of this kind on your hands, you can read how I handle criminal law and business matters, or write to me for an initial assessment.

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