The New Dominican Criminal Code: Corporate Criminal Liability and the Liability of Corporate Officers

Deferred Entry into Force of the Corporate Criminal Liability Regime

The corporate criminal liability regime set forth in Articles 8, 9, 10 and 11 of the new Dominican Criminal Code will not become effective together with the remainder of the Code. Article 31 of Law No. 44-26, dated July 27, 2026, postpones the entry into force of these provisions for an additional three months following the general effective date of the Code, which is August 5, 2026. Accordingly, the corporate criminal liability provisions will become enforceable on November 5, 2026.

This transition period represents the actual window of time available for companies to assess their criminal risks and adapt their compliance programs before the new legal standard becomes applicable.

The Compliance Program Expands from Four to Eleven Mandatory Components

Article 8 continues to base corporate criminal liability on the failure to fulfill duties of management, control, or supervision over corporate bodies, representatives, or subordinates. The most significant change lies in the minimum requirements that a corporate compliance program must now satisfy.

Under the previous framework, a compliance program was required to include four essential elements: (i) the identification of criminal risks; (ii) an independent compliance body or department with sufficient autonomy to oversee the program; (iii) protocols designed to address identified risks; and (iv) periodic review of the program.

Paragraph VI of the new Article 8 retains these four elements while introducing seven additional mandatory components:

A policy or code of conduct clearly establishing the obligations of corporate bodies, representatives, and employees;
Specific control measures addressing identified criminal risks;
Ongoing training and awareness programs, including education on human rights and non-discrimination;
Financial and accounting procedures designed to prevent unlawful payments, transactions, or benefits;
Anonymous internal reporting channels that protect whistleblowers and prohibit retaliation;
Clear procedures for investigating internal reports; and
Documentary traceability of the entire compliance system.

In addition, the law expressly requires that the compliance program be effective, genuine, measurable, and continuously updated. A written code of conduct, without evidence of implementation, communication, monitoring, and enforcement, no longer satisfies the statutory standard.

Responsibility for maintaining an effective compliance program is no longer confined to the legal department. It now directly involves the Finance, Accounting, Internal Audit, and Human Resources functions, reflecting a broader enterprise-wide governance responsibility.

A More Comprehensive Mitigating Circumstances Regime

Paragraph III of Article 8 establishes five circumstances that may mitigate a company’s criminal liability:

The existence and effective implementation of a compliance program prior to the commission of the offense;
The adoption of remedial measures after the offense, even where the pre-existing compliance program was incomplete;
Compensation for damages in offenses subject to public prosecution;
Voluntary disclosure of the relevant facts to the competent authority before the company becomes formally aware of the investigation; and
Effective cooperation with the authorities through the preservation or delivery of evidence and the identification of the individuals involved.

The law no longer evaluates only whether a company had a compliance program in place at the time the offense occurred, but also how the company responded once the violation took place or was detected.

Exemption from Liability: The Standard Remains Stringent

An effective compliance program that is fraudulently circumvented continues to constitute a ground for exemption from corporate criminal liability. However, the company must establish both of the following conditions:

That the compliance program had been effectively adopted and implemented but was circumvented through fraudulent conduct; and
That the offense was committed by subordinates or individuals outside the company’s management through fraudulent schemes that prevented senior management from detecting the misconduct.

Paragraph V introduces two additional grounds for exemption from liability:

Where the offense was committed exclusively to the detriment of the company, without any direct or indirect benefit to the company; and
Where damages have been fully repaired in offenses subject to private prosecution or public prosecution initiated upon a private complaint.

Corporate Groups: A Higher Evidentiary Standard Under Article 11

The amendment to Article 11 significantly strengthens the requirements for extending criminal liability among affiliated companies. It is no longer sufficient to demonstrate the existence of a parent-subsidiary control relationship.

Instead, it must be proven that the controlling entity:

Participated in the commission of the offense;
Ordered, directed, authorized, or tolerated the unlawful conduct;
Knowingly benefited from it;
Created a serious organizational defect that facilitated the commission of the offense; or
Failed to fulfill its own duties of management, supervision, and control.

This amendment requires parent companies to reassess their intra-group corporate governance policies and the actual level of supervision exercised over their operating subsidiaries in the Dominican Republic, particularly where the parent company participates in management or operational decision-making.

MSMEs: Proportionality Rather Than a Simplified Compliance Regime

Under the previous legal framework, micro, small, and medium-sized enterprises (MSMEs) could assign compliance responsibilities directly to their governing body.

The new legislation replaces this approach with an express principle of proportionality. Compliance systems and risk management measures must now be implemented in a manner proportionate to the nature of the business, its size, operational complexity, and level of risk.

A microenterprise is not expected to maintain the same compliance infrastructure as a large multinational corporation. Nevertheless, every company must implement controls that are appropriate to its actual risks. The complete absence of a compliance system is no longer supported by law.

Direct Criminal Exposure for Directors and Senior Officers

The reform extends well beyond corporate entities themselves.

Article 250 expressly applies the corporate criminal liability regime established in Articles 8 through 11 to offenses involving fraud against the State, mass fraud schemes, bankruptcy offenses, and fraudulent pyramid schemes.

With respect to insolvency proceedings, Article 248 specifies that the chairman, de facto or de jure directors, managers, corporate officers, and the owner, manager, or attorney-in-fact of a single-member limited liability company may incur personal criminal liability for either negligent or fraudulent bankruptcy when they organize or cause the suspension of payments of the entity they manage, whether through negligence or intentional misconduct.

Corporate entities found liable for serious or very serious offenses may be subject to fines ranging from fifty (50) to one thousand five hundred (1,500) public-sector minimum wages, depending on the gravity of the offense.

Additional sanctions include:

Judicial dissolution of the company;
Temporary closure of business establishments for up to three years;
Revocation of licenses or administrative authorizations;
Disqualification from participating in public procurement procedures; and
Prohibition from raising funds through public offerings.

These sanctions directly affect a company’s operational continuity, rather than merely imposing financial penalties.

What Companies Should Review Before November 5, 2026

Companies should begin by identifying the criminal risks associated with their specific business activities—including financial, environmental, labor, data protection, and procurement-related risks—as the foundation for designing a proportionate and defensible compliance program.

Based on that assessment, companies should:

Update or develop their code of conduct and related policies, ensuring that employees receive and understand them;
Design or strengthen anonymous whistleblowing channels, including whistleblower protection mechanisms and anti-retaliation rules;
Establish formal investigation procedures supported by comprehensive documentary records;
Review financial and accounting controls designed to prevent unlawful payments, transactions, or improper benefits, in coordination with the finance and internal audit functions;
Implement continuous, measurable compliance training rather than relying solely on the distribution of written manuals; and
Where operating within a corporate group, reassess intra-group supervision policies and the parent company’s actual involvement in the management of its subsidiaries.

Companies should treat November 5, 2026 as the internal deadline by which their compliance program must be fully implemented—not merely drafted.

Conclusion

The new Dominican Criminal Code shifts the focus of corporate compliance away from the mere formal existence of internal policies toward the demonstrable ability to prevent, detect, investigate, and remediate criminal misconduct.

Companies that already maintain mature compliance structures have an additional three-month transition period to strengthen their programs in light of the new eleven-component standard. Those without an effective compliance program will face significantly greater criminal exposure beginning on November 5, 2026, both for the corporate entity itself and for its directors and senior management.

At Alburquerque Abogados, we assist our clients in assessing corporate criminal risks, designing and implementing effective compliance programs, and reviewing corporate governance structures to ensure alignment with this new legal framework.