This content is from: Local Insights

Slovak Republic: Corporations’ criminal liability

Daniel FutejDaniel Grigel’
The Slovak Republic is looking to toughen criminal prosecution of corporations. It has proposed a special act be adopted and take effect from May 1 2015 that introduces criminal liability for legal persons. The act's aim is to prevent criminal offences from being concealed behind the activities of corporations, and to penalise corporations that have aided in the commission of a criminal offence. It should be noted that the Slovak Republic is the last of the EU member states to introduce criminal liability for legal persons. However an interim measure was introduced by Slovakia in 2010 that allows the courts to punish a legal person by setting a monetary amount, up to and including the entire assets of that legal person, to be seized.

The bill spells out the criminal offences a legal person can be charged with. This includes, inter alia, the endangerment of health through defective food products, endangerment of health through unlicensed medicines, blackmail, illegal construction, endangerment and harm to the environment, bribery, false accusations, and unlawful use of personal data. A legal person is considered criminally liable if a criminal offence is committed in its interests, as a part of or through its activities, and at the same time if it was committed by:

  • a member of or the statutory body, or another person authorised to act on behalf of or in the name of the legal person;
  • a person in a management position at the legal person;
  • the person responsible for control or oversight at the legal person;
  • a person who has dominant influence in the management of the legal person; or
  • another employee or person with a similar standing while performing job duties.

By contrast, a legal person will not be held criminally liable if the persons indicated above did not neglect oversight, control and management at the legal person. It is important to note that the criminal liability of a legal person is not dependent on the criminal prosecution of the natural person through whom the legal person committed the criminal offence. Declaration of bankruptcy, liquidation, winding up or receivership will not relieve a legal person of criminal liability. The bill also states that some public legal persons will be excluded from criminal liability due to their status. These entities include the Slovak Republic and its state authorities, other states and their authorities, international organisations established under international public law and their bodies, regional and local authorities, and legal persons established by law (such as National Bank Slovakia).

The criminal liability of a legal person that has been wound up passes on to all of its legal successors. Legal succession is considered to be a merger, consolidation or division of a legal person, transfer of the share capital to a member, change in its legal form, or relocation of the legal person's domicile abroad.

The bill complies with the recommendations of the OECD and one of the punishments that can be imposed on a legal person is the compulsory winding up of the corporation, forfeiture of its assets, monetary fines ranging from €800 ($1,106) to €1.6 million, and forfeiture of things and other valuables. Of greater significance are: bans on conducting business for one to 10 years (or even permanently); bans on executing public contracts and tenders; and a ban on receiving subsidies and subventions for one to 10 years. If a legal person is convicted of a criminal offence, the court may also impose a protective measure in the form of judicial oversight of their activities for one to five years.

Daniel Futej and Daniel Grigel'

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