Your Company Could Face Criminal Liability Starting August 3 The Law Recognizes Only One Effective Defense
The entry into force of Law No. 74-25 is scheduled for August 3, 2026, although that date could be postponed by three (3) months. However, any extension of the implementation timeline does not change the fundamental shift introduced by the Law: for the first time, a commercial company may be investigated, prosecuted, and held criminally liable for failures attributable to its own organizational structure.
The focus will no longer be limited to determining the liability of the manager, representative, or employee who committed the offense. Authorities will also examine whether the company failed to fulfill its duties of management, supervision, and control.
As the effective date approaches, the National Congress approved thirty-two (32) amendments to the Law, including revisions to Articles 8 and 11, which govern the criminal liability of legal entities. The bill was submitted to the Executive Branch on July 22, 2026, and is currently awaiting enactment.
Against this backdrop, many companies are asking the same question:
Should we wait until the final version of the Law is officially published before taking action?
The answer is no.
While certain provisions may still be modified, the new corporate criminal liability framework will remain in place. More importantly, the principal defense recognized by the Law requires that the company has already implemented genuine compliance and prevention measures before any offense occurs. That defense cannot be developed after the fact or improvised once an investigation has begun.
How Will Courts Apply Corporate Criminal Liability?
Article 8 does not impose criminal liability on a company merely because one of its employees commits an offense. Liability arises when the act or omission of a corporate body, representative, or subordinate is also the result of an organizational failure or a breach of the company’s duties of management, supervision, or control.
Accordingly, the central question in a criminal investigation will not simply be:
Who committed the offense?
It will also be:
What had the company done to prevent it?
The scope of this new regime is significant. Corporate criminal liability may exist independently of any conviction of the individual involved, may survive certain corporate reorganizations, and may, under the conditions established by law, extend to controlling companies.
Potential sanctions include:
- Monetary fines;
- Suspension of business activities;
- Closure of establishments;
- Disqualification from contracting with the government; and
- In the most serious cases, judicial dissolution of the company.
The Scope of Corporate Criminal Liability
As a general rule, the new framework allows criminal liability to be attributed directly to the company, independently of the liability that may correspond to its directors, officers, representatives, or employees.
This means that criminal proceedings and sanctions may be directed not only against the individual who engaged in the unlawful conduct but also against the legal entity itself.
Moreover, the scope of liability extends beyond the formal legal existence of the company. Criminal liability may continue even if the individual involved is never convicted, may survive dissolution in certain circumstances, and may extend to companies exercising effective control over the offending entity.
The sanctions applicable to legal entities range from fines to suspension of activities, closure of facilities, disqualification from public procurement, and, in the most serious cases, corporate dissolution.
A Compliance Manual Sitting on a Shelf Will Not Protect Your Company
The Law provides a complete defense where a company can objectively demonstrate that it had an adequate compliance program in place and that the offense was committed through fraudulent circumvention of that program.
It also recognizes mitigating circumstances where the compliance system is demonstrably implemented and measurable in practice, or where partial compliance can be established.
The key concepts are:
Verifiable. Measurable. Operational.
The mere existence of a compliance manual will not be sufficient.
A signed, bound, and archived document does not prove that the company has effectively managed its criminal risks.
Instead, companies will need to demonstrate that their compliance program functioned in practice through evidence such as:
- Employee training programs;
- Reports received, investigated, and resolved;
- Internal controls actually performed;
- Decisions processed through established approval protocols;
- Disciplinary measures enforced;
- Internal investigations conducted;
- Corrective actions implemented; and
- Periodic reviews properly documented.
These records cannot be created retroactively once criminal proceedings begin. They must result from the continuous operation of an effective compliance system.
This has also been the experience in jurisdictions such as Spain, Chile, and Italy, which introduced corporate criminal liability years earlier. Courts in those countries have consistently looked beyond the formal existence of compliance programs to evaluate:
- Whether the program was appropriate;
- Whether it was genuinely implemented;
- Whether the compliance function operated independently; and
- Whether internal controls were truly effective.
Where a compliance program exists only on paper, its defensive value is substantially diminished.
What Your Company Should Already Have in Place
Although the Law establishes minimum requirements, formal compliance alone will not be enough.
Every company should implement a prevention system tailored to its industry, organizational structure, governance model, and risk profile.
At a minimum, four essential components should be addressed.
1. A Criminal Risk Assessment Tailored to the Business
There is no universal compliance program.
The risks faced by a supermarket, construction company, financial institution, transportation company, or government contractor are fundamentally different.
The assessment should identify:
- Where criminal risks may arise;
- Who participates in critical business processes; and
- Which controls exist to prevent or detect misconduct.
2. An Independent Compliance Function
The compliance officer—or compliance body—must possess genuine authority, sufficient resources, and direct access to the company’s highest governing body.
A formal appointment alone is insufficient.
The compliance function must be able to:
- Conduct oversight;
- Request information;
- Issue alerts;
- Recommend corrective measures; and
- Operate without undue interference.
3. Decision-Making Protocols and an Effective Disciplinary System
Companies should clearly define:
- Who is authorized to make decisions;
- Which approvals are required;
- How sensitive transactions are documented; and
- What consequences apply when internal controls are violated.
A disciplinary system that is never enforced is unlikely to demonstrate effectiveness.
4. Ongoing Documentation and Traceability
Every training session, report, investigation, internal control, decision, corrective action, and program update should generate verifiable records.
In any future criminal investigation, what cannot be documented will be extremely difficult to use as evidence of due diligence.
The Real Cost of Waiting
Building a meaningful criminal compliance program takes time.
It requires:
- Assessing business operations;
- Identifying criminal risks;
- Designing appropriate controls;
- Obtaining the necessary corporate approvals;
- Training personnel; and
- Beginning to generate documentary evidence of implementation.
A company that acts only after receiving a subpoena may be able to present a compliance manual.
A company that acts beforehand will be able to present a documented history of prevention, oversight, and corrective action.
That distinction may prove decisive in obtaining a complete defense, mitigating liability, or facing a criminal investigation with credible evidence of due diligence.
The real question, therefore, is not simply:
How much does it cost to implement a criminal compliance program?
The better question is:
How much could it cost your company to face criminal proceedings without being able to demonstrate that it took reasonable measures to prevent them?
How We Can Help
At Alburquerque Abogados – Consultores, we assist Dominican and international companies in designing, implementing, and reviewing criminal compliance programs tailored to their industry, corporate structure, and risk profile.
As a starting point, we offer a preliminary criminal exposure assessment with a clearly defined scope, timeline, and fixed professional fees.
This assessment enables companies to:
- Identify the specific criminal risks affecting their operations;
- Evaluate existing internal controls;
- Detect deficiencies in governance, supervision, and documentation; and
- Prioritize the measures that should be implemented before the first inquiry from any authority.
The Law’s entry into force may be postponed.
Your company’s preparation should not be.
Request a Preliminary Criminal Exposure Assessment for your company today.
Alburquerque Abogados – Consultores
Torre Piantini, 13th Floor
Corner of Abraham Lincoln Avenue and Gustavo Mejía Ricart Avenue
Santo Domingo, Dominican Republic
Tel.: +1 (809) 549-4646