Law No. 30424. Law Regulating the Administrative Liability of Legal Entities in Criminal Proceedings (Updated Dec. 2024) — SMV — PE

Law Regulating the Administrative Liability of Legal Entities for the Crime of Transnational Active Bribery

LAW No. 30424

CONCORDANCES: D.S. No. 002-2019-JUS (REGULATION) R.M. No. 0061-2018-JUS (Project “Regulation of Law No. 30424, Law Regulating the Administrative Liability of Legal Entities for the Crime of Transnational Active Bribery”) Law No. 30737, Art. 13 (Implementation of compliance programs) R. SMV No. 021-2019-SMV-01 (Authorize dissemination of the Project of Guidelines for the Implementation of the Prevention Model) D.S. No. 375-2020-EF (Approve the Regulation of the Capital Fund for Innovative Ventures) R. SMV No. 006-2021-SMV-01 (Approve the “Guidelines for the Implementation and Operation of the Prevention Model”)

THE PRESIDENT OF THE REPUBLIC

WHEREAS:

THE CONGRESS OF THE REPUBLIC;

Has enacted the following Law:

LAW REGULATING THE ADMINISTRATIVE LIABILITY OF LEGAL ENTITIES IN CRIMINAL PROCEEDINGS (*)

() Denomination modified by Article 2 of Law No. 30835, published on August 02, 2018, whose text is the following:
“Law Regulating the Administrative Liability of Legal Entities”()

(*) Title modified by Article 1 of Law No. 31740, published on May 13, 2023, whose text is the following:
“LAW REGULATING THE ADMINISTRATIVE LIABILITY OF LEGAL ENTITIES IN CRIMINAL PROCEEDINGS”

SECTION I
GENERAL PROVISIONS

Grouping: POLITICAL CONSTITUTION, ORGANIC LAWS AND CODES\LEGAL NORMS\2016\APRIL\Thursday, April 21, 2016\CONGRESS OF THE REPUBLIC Publication Date: April 21, 2016 Sector: CONGRESS OF THE REPUBLIC

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Article 1. Object of the Law
This Law regulates the administrative liability of legal entities for the crime of transnational active bribery provided for in Article 397-A of the Penal Code.(*)

() Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 1. Object of the Law
This Law regulates the administrative liability of legal entities for the crimes provided for in Articles 397, 397-A, and 398 of the Penal Code, in Articles 1, 2, 3 and 4 of Legislative Decree No. 1106, Legislative Decree for Effective Fight Against Money Laundering and other crimes related to illegal mining and organized crime; and, in Article 4-A of Decree Law No. 25475, Decree Law that establishes the penalty for the crimes of terrorism and the procedures for investigation, instruction and trial.”()

() Article modified by Article 3 of Law No. 30835, published on August 02, 2018, whose text is the following:
“Article 1. Object of the Law
This Law regulates the administrative liability of legal entities for the crimes provided for in Articles 384, 397, 397-A, 398 and 400 of the Penal Code, in Articles 1, 2, 3 and 4 of Legislative Decree 1106, Legislative Decree for Effective Fight Against Money Laundering and other crimes related to illegal mining and organized crime and in Article 4-A of Decree Law 25475, Decree Law that establishes the penalty for the crimes of terrorism and the procedures for investigation, instruction and trial.”()

(*) Article modified by Article 1 of Law No. 31740, published on May 13, 2023. Article 1 of Law 30424, modified by the aforementioned article, enters into force six (6) months after its publication, whose text is the following:
“Article 1. Object of the Law
This Law regulates the administrative liability of national or foreign legal entities in criminal proceedings for the crimes provided for in the following articles:
a. 199, 226, 228, 384, 397, 397-A, 398 and 400 of the Penal Code. b. 1, 2, 3, 4, 5 and 6 of Legislative Decree 1106, Legislative Decree for Effective Fight Against Money Laundering and other crimes related to illegal mining and organized crime.
c. 1, 2, 3, 4, 5, 6, 7, 8 and 10 of Law 28008, Law on Customs Crimes.
d. 1, 2, 4, 5, 5-A, 5-B, 5-C and 5-D of Legislative Decree 813, Penal Tax Law. e. 2, 3, 4, 4-A, 5, 6, 6-A, 6-B and 8 of Decree Law 25475, Decree Law that establishes the penalty for the crimes of terrorism and the procedures for investigation, instruction and trial. The regime of accessory consequences, provided for in the Penal Code, applies to legal entities involved in crimes not included in this article.”

Article 2. Subjective Scope of Application
For the purposes of this Law, legal entities are private law entities, as well as unregistered associations, foundations and committees, irregular partnerships, entities that administer an autonomous estate, and Peruvian state-owned companies or mixed-economy companies.

The change of name, trade name or corporate name, corporate reorganization, transformation, spin-off, merger, dissolution, liquidation or any act that may affect the legal personality of the entity does not prevent the attribution of responsibility to it.(*)

Grouping: POLITICAL CONSTITUTION, ORGANIC LAWS AND CODES\LEGAL NORMS\2016\APRIL\Thursday, April 21, 2016\CONGRESS OF THE REPUBLIC Publication Date: April 21, 2016 Sector: CONGRESS OF THE REPUBLIC downloadmailqr_code_2 TUPAS 2/1/25, 10:24 SpijExtWeb https://spij.minjus.gob.pe/spij-ext-web/#/detallenorma/H1151488 2/22

(*) Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 2. Subjective Scope of Application
For the purposes of this Law, legal entities are private law entities, as well as associations, foundations, non-governmental organizations and unregistered committees, irregular partnerships, entities that administer an autonomous estate, and Peruvian state-owned companies or mixed-economy companies.

In the case of a merger or spin-off, the absorbing legal entity: (i) can only be sanctioned with the payment of a fine, which is calculated taking into account the rules established in Articles 5 or 7, as applicable, and based on the transferred assets, provided that the crime was committed before the merger or spin-off, unless the legal entities involved have used these forms of corporate reorganization for the purpose of evading the eventual administrative liability of the merged or spun-off legal entity, in which case this provision does not apply; and (ii) does not incur administrative liability when it has carried out an adequate due diligence process prior to the merger or spin-off process. It is understood that due diligence is fulfilled when it is verified that reasonable actions have been adopted aimed at verifying that the merged or spun-off legal entity has not committed any of the crimes provided for in Article 1.”(*)

(*) Article modified by Article 1 of Law No. 31740, published on May 13, 2023, whose text is the following:
“Article 2. Subjective Scope of Application
For the purposes of this Law, legal entities are private law entities, as well as associations, foundations, non-governmental organizations and unregistered committees, irregular partnerships, entities that administer an autonomous estate, and Peruvian state-owned companies or mixed-economy companies.

In the case of foreign legal entities, it shall be applicable when they carry out or develop their activities, directly or indirectly, within the national territory, through any corporate, contractual or business modality, and any of the crimes provided for in Article 1 are committed.

In the case of a merger or spin-off, the absorbing legal entity: (i) can only be sanctioned with the payment of a fine, which is calculated taking into account the rules established in Articles 5 and 7, as applicable, and based on the transferred assets, provided that the crime was committed before the merger or spin-off, unless the legal entities involved have used these forms of corporate reorganization for the purpose of evading the eventual administrative liability of the merged or spun-off legal entity, in which case this provision does not apply; and (ii) does not incur administrative liability when it has carried out an adequate due diligence process prior to the merger or spin-off process. It is understood that due diligence is fulfilled when it is verified that reasonable actions have been adopted aimed at verifying that the merged or spun-off legal entity has not committed any of the crimes provided for in Article 1.”

SECTION II
ATTRIBUTION OF ADMINISTRATIVE LIABILITY TO LEGAL ENTITIES

Article 3. Administrative Liability of Legal Entities

The legal entities referred to in Article 2 are administratively liable for the crime of transnational active bribery, provided for in Article 397-A of the Penal Code, when it has been committed in their name or on their behalf and for their direct or indirect benefit, by:
a. Their de facto or de jure administrators, legal, contractual representatives and collegiate bodies, provided they act in the exercise of the functions inherent to their position. b. Natural persons who provide any type of service to the legal entity, regardless of their nature, the legal regime under which they operate, or whether there is a contractual relationship, and who, being subject to the authority and control of the managers and bodies mentioned in the preceding letter, act by order or authorization of the latter.
c. The natural persons indicated in the preceding letter when, considering the concrete situation of the case, due control and supervision is not exercised over them by the de facto or de jure administrators, legal, contractual representatives or collegiate bodies of the legal entity.

Legal entities are not liable in cases where the natural persons indicated in letters a, b and c of the first paragraph have committed the crime of transnational active bribery, provided for in Article 397-A of the Penal Code, exclusively for their own benefit or in favor of a third party other than the legal entity.(*)

(*) Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 3. Administrative Liability of Legal Entities Legal entities are administratively liable for the crimes indicated in Article 1, when these have been committed in their name or on their behalf and for their direct or indirect benefit, by:
a. Their partners, directors, de facto or de jure administrators, legal representatives or attorneys-in-fact of the legal entity, or of its affiliates or subsidiaries. b. The natural person who, being subject to the authority and control of the persons mentioned in the preceding letter, has committed the crime under their orders or authorization.
c. The natural person indicated in the preceding letter, when the commission of the crime has been possible because the persons mentioned in letter a. have failed in their duties of supervision, surveillance and control over the entrusted activity, considering the concrete situation of the case.

Legal entities that have the status of parent companies shall be liable and sanctioned whenever the natural persons of their affiliates or subsidiaries, who incur in any of the conduct indicated in the first paragraph, have acted under their orders, authorization or with their consent.

Legal entities are not liable in cases where the natural persons indicated in the first paragraph have committed the crimes provided for in Article 1, exclusively for their own benefit or in favor of a third party other than the legal entity.”(*)

(*) Article modified by Article 1 of Law No. 31740, published on May 13, 2023, whose text is the following:
“Article 3. Administrative Liability of Legal Entities Legal entities are administratively liable for the crimes indicated in Article 1, when these have been committed in their name or on their behalf and for their direct or indirect benefit, by:
a. Their partners, directors, de facto or de jure administrators, legal representatives or attorneys-in-fact of the legal entity, or of its affiliates or subsidiaries, under any of the modalities of authorship and participation

provided for in the Penal Code. b. The natural person who, being subject to the authority and control of the persons mentioned in the preceding letter, has committed the crime under their orders or authorization.
c. The natural person indicated in the preceding letter, when the commission of the crime has been possible because the persons mentioned in letter a. have failed in their duties of supervision, surveillance and control over the entrusted activity, considering the concrete situation of the case.

Article 4. Autonomy of the Administrative Liability of the Legal Entity and Extinction of the Action Against the Legal Entity
The administrative liability of the legal entity is autonomous from the criminal liability of the natural person. The causes that extinguish the criminal action against the natural person do not enervate the administrative liability of legal entities.

The action against the legal entity is extinguished by prescription, res judicata, amnesty or the right of grace.

The prescription of the action against the legal entity is governed by what is provided, insofar as applicable, in Articles 80, 82, 83 and 84 of the Penal Code.(*)

(*) Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 4. Autonomy of the Administrative Liability of the Legal Entity and Extinction of the Action Against the Legal Entity The administrative liability of the legal entity is autonomous from the criminal liability of the natural person. The causes that extinguish the criminal action against the natural person do not enervate the administrative liability of legal entities.

The action against the legal entity is extinguished by prescription or res judicata.

The action against the legal entity prescribes in the same time as that provided for the natural person, in accordance with the first paragraph of Article 80 of the Penal Code, Articles 82, 83 and 84 of the Penal Code being applicable as well, insofar as applicable.”

SECTION III
ADMINISTRATIVE MEASURES APPLICABLE TO LEGAL ENTITIES

Article 5. Applicable Administrative Measures
The judge applies, as appropriate, the following administrative measures against legal entities that are found administratively liable for the commission of the crime of transnational active bribery, typified in Article 397-A of the Penal Code:
a. Fine up to six times the benefit obtained or expected to be obtained with the commission of the crime, without prejudice to what is provided in letter a of the first paragraph of Article 7. b. Disqualification, in any of the following modalities:

Suspension of social activities for a period not exceeding two years.
Prohibition of carrying out in the future activities of the same class or nature as those in the realization of which the crime was committed, facilitated or concealed. The prohibition may be temporary or permanent. The temporary prohibition shall not exceed five years.
Suspension to contract with the State for a period not exceeding five years.
c. Cancellation of licenses, concessions, rights and other administrative or municipal authorizations.
d. Closure of their premises or establishments, temporarily or permanently. The temporary closure is not more than five years. e. Dissolution.(*)

(*) Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 5. Applicable Administrative Measures The judge, at the request of the Public Ministry, may order, as appropriate, the following administrative measures against legal entities that are found liable for the commission of the crimes provided for in Article 1:
a. Fine not less than double nor greater than six times the benefit obtained or expected to be obtained with the commission of the crime, without prejudice to what is provided in Article 7. b. Disqualification, in any of the following modalities:

Suspension of their social activities for a period not less than six months nor greater than two years.
Prohibition of carrying out in the future activities of the same class or nature as those in the realization of which the crime was committed, facilitated or concealed. The prohibition may be temporary or permanent. The temporary prohibition shall not be less than one year nor greater than five years.
To contract with the State of a permanent nature.
c. Cancellation of licenses, concessions, rights and other administrative or municipal authorizations.
d. Closure of their premises or establishments, temporarily or permanently. The temporary closure is not less than one year nor greater than five years. e. Dissolution.”(*)

(*) Article modified by Article 1 of Law No. 31740, published on May 13, 2023, whose text is the following:
“Article 5. Applicable Administrative Measures The judge, at the request of the Public Ministry, imposes, as appropriate, the following administrative measures against legal entities that are found liable for the commission of the crimes provided for in Article 1:
a. Fine, in accordance with Article 7 of this Law. b. Disqualification, in any of the following modalities:

Suspension of their social activities for a period not less than six months nor greater than two years.

Prohibition of carrying out in the future activities of the same class or nature as those in the realization of which the crime was committed, facilitated or concealed. The prohibition may be temporary or permanent. The temporary prohibition shall not be less than one year nor greater than five years.
To contract with the State of a permanent nature.
c. Cancellation of licenses, concessions, rights and other administrative or municipal authorizations.
d. Closure of their premises or establishments, temporarily or permanently. The temporary closure is not less than one year nor greater than five years. e. Dissolution.”

“With respect to political parties, the provisions of letters b), d) and e) of the first paragraph shall not apply. To these organizations, only the sanctioning regime provided for in Law 28094, Law on Political Organizations, shall apply.”(*)

(*) Second paragraph incorporated by Article 2 of Law No. 32054, published on June 10, 2024.

“Criminal liability is applied individually to the subjects involved in the offense.”(*)

(*) Third paragraph incorporated by Article 2 of Law No. 32054, published on June 10, 2024.

Article 6. Complementary Administrative Measures
The judge may order the competent authority to dispose of the intervention of the legal entity that is found administratively liable for the commission of the crime of transnational active bribery, when necessary, to safeguard the rights of workers and creditors for up to a period of two years.

The intervention may affect the entire organization or be limited to some of its facilities, sections or business units. The judge must exactly fix the content and scope of the intervention and determine the entity in charge of the intervention and the periods in which it must submit reports to carry out the monitoring of the measure.

The intervention can be modified or suspended at any time prior to the report of the intervener and the disposition of the Public Ministry. The intervener is empowered to access all the facilities and premises of the entity and obtain the information deemed necessary for the exercise of its functions, being obliged to maintain strict confidentiality regarding the secret or reserved information of the legal entity, under responsibility.(*)

(*) Article modified by Article 1 of Legislative Decree No. 1352, published on January 07, 2017, whose text is the following:
“Article 6. Complementary Administrative Measures The judge, at the request of the Public Ministry, may order the competent authority to dispose of the intervention of the legal entity that is found liable for the commission of the crimes provided for in Article 1, when necessary, to safeguard the rights of workers and creditors for up to a period of two years.

The intervention may affect the totalit

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