Criminal proceedings cannot be brought exclusively against private individuals who have committed criminal offences, and therefore criminal law measures cannot be applied exclusively against them. Act CIV of 2001 on criminal measures applicable to legal persons allows for the company to be held liable alongside the individual if the manager, member, employee or member of the supervisory board of the company commits a criminal offence for the benefit of or using the company. If found guilty, the company is typically required to pay a fine, its activities are restricted, and in serious cases, it may even be dissolved.

However, from January 2026, the rules governing criminal proceedings against legal persons have changed radically. The main aim of the new regulations is to place legal persons in a similar position to private individuals and, with the right incentives, to ensure that they can cooperate effectively.

Stricter requirements: Managerial responsibility and negligence 

From now on, the manager of a legal entity must exercise such a degree of care as to detect when a criminal offence is being prepared or is in progress and take the necessary measures to prevent it. In future, it will therefore not be sufficient to claim that the management knew nothing about it. The new requirement is to exercise appropriate control over both employees and the company’s entire activities. Compliance, i.e. the introduction of compliance rules, can serve as a tool for this, as well-structured internal regulations and control processes can ensure this control.

The possibility of reaching a plea bargain has opened up

Private individuals who are defendants have already had the opportunity to reach a plea bargain with the prosecutor’s office prior to indictment, which, if they admit guilt, can result in lighter criminal penalties. This option is now also available to companies. In addition to acknowledging involvement, a condition of the plea bargain is that the representative of the legal entity undertakes to

• compensate for the damage caused by the offence or make the resulting benefit available to the authorities,
• repairs any damage caused,
• takes measures to prevent recurrence,
• cooperate in the investigation of the offence, make available to the authorities the data, documents and other evidence at its disposal, and
• pay the amount of the fine agreed upon.

Can a company that does not yet exist be held liable?

An important change is that from now on, a legal entity that was established after the crime was committed but before the final judgment was handed down can also be convicted. Although this may seem strange at first glance, it is very justified in practice. In corruption cases, for example, bribery often relates to a future contract that would be concluded by a project company that did not yet exist at the time in order to obtain tender funds. The new rule aims to close these loopholes.

No more automatic “stigmatisation”

Under the previous regulations, as soon as a company was involved in criminal proceedings, this fact was automatically entered in the company register. This was particularly unfair to companies that were ultimately acquitted, as this information was immediately made public. Trust in these companies was typically shaken, and in many cases they lost business partners, employees and tender opportunities, all before a final judgement was handed down or even before charges were brought. This negative stigma could not be remedied by an acquittal, even if it came after several years.

For this reason, the amendment abolishing automatic registration from 2026 is welcome. Only in exceptional cases where there is a realistic chance of the company being dissolved will the fact of the proceedings be entered in the company register. This is a significant relief for economic operators, as it protects the good reputation of companies during the proceedings.

Professionals expect these measures to speed up the closure of proceedings and make the measures more proportionate. Legal entities that are only indirectly involved in the offence but are willing to restore lawful cooperation and introduce safeguards will be given the opportunity to continue their activities.