Corporate Criminal Liability

Many people entering into a business venture, are well aware of the benefits of incorporating their business. In many cases, if the corporation formalities are strictly adhered to, the individuals running the business are immune from civil or criminal liability. Remember that these immunities are not without exception.

Indeed, a corporation or officers and agents of a corporation may be held liable for criminal wrongdoing. A corporation may be convicted of the commission of a criminal offense if the conduct constituting the criminal offense is engaged in by an agent of the corporation while acting within the scope of his employment and on behalf of the corporation. If the offense is one defined by a statute which indicates the intent not to impose criminal liability on the corporation, the corporation is immune from criminal sanctions. If the criminal offense consists of the failure to perform a specific duty imposed on the corporation by law, the corporation may be subject to fines and other penalties. A corporation may also be found criminally liable for the acts of one of their agents or officers if the Board of Directors or other high managerial agents acting within the scope of their employment authorizes, encourages, requests, commands or tolerates the crimination actions of their agents. Obviously, it is very important that the officers and high-ranking managerial agents of a corporation assure that the corporation responsibly perform all duties imposed on it by law. Also, the corporation should scrupulously supervise all employees to assure that they are acting within accordance of the laws of both the State and Federal Government.

Individual directors of a corporation may be held criminally liable for misconduct if he or she acts in such a manner as to give favorable financial treatment to one investor or stockholder at the expense of others. Corporate directors are also prohibited from agreeing to issue shares of common stock over and above the amount specified in the corporate by-laws. Should additional stock be issued, the by-laws must be amended to reflect the same.

While the above is not an exhaustive list of activities which could result in criminal liability, it provides parameters for approximate and inappropriate conduct.