When a company director uses company funds for their own benefit, conceals accounting information, disposes of assets to the company’s detriment or carries out transactions that may have criminal implications, shareholders and the company must decide how to respond. A criminal complaint against a company director may be the appropriate route where there is evidence of an offence and the aim is to take an active role in the investigation.
At Barcelona Penal, a Barcelona criminal law firm specialising in white-collar crime and corporate offences, we assess whether the facts justify a criminal complaint against a company director, which offence may have been committed and what evidence should be secured before proceedings begin.
Quick answer: a criminal complaint should not be used to resolve a straightforward business dispute. It makes sense where there are facts that appear to constitute an offence —such as breach of trust, misappropriation, falsification of corporate documents or conduct intended to defeat creditors— and there is a sufficient evidential basis. Filing one enables the injured party to join the proceedings and request investigative steps and, where appropriate, interim measures.
What is a criminal complaint against a company director?
A criminal complaint is a procedural step through which an entitled person brings a criminal action and joins the proceedings. Unlike someone who simply reports facts, the complainant becomes an active party in the case.
Do you believe a company director has acted improperly in your business? Our criminal lawyers will assess your case and tell you whether you have solid grounds to file a criminal complaint.
A criminal complaint and a report are not the same
A report notifies the authorities of potentially criminal facts. A criminal complaint, in addition, must meet specific formal requirements and allows the complainant to propose investigative steps, access the proceedings within the legal limits, appeal decisions and participate as a private prosecutor.
It is not accurate to say that a criminal complaint is always “better” than a report. In complex corporate matters, it may offer strategic advantages, but the choice should depend on the case, the evidence available and the injured party’s objectives.
Who can file one?
Standing depends on the offence and the harm suffered. The company itself, shareholders or directly harmed third parties may have standing depending on the circumstances. In addition, certain corporate offences in Chapter XIII of the Criminal Code are subject to a specific rule: as a general rule, Article 296 requires a report by the injured party or their representative, unless the facts affect general interests or a number of persons.
Offences that may justify a criminal complaint against a company director
A criminal complaint against a company director must be based on specific facts and criminal offences that genuinely apply. Alleging poor management is not enough.
Breach of trust: Article 252 of the Criminal Code
Breach of trust occurs where a person with authority to manage another person’s assets breaches that authority by exceeding its limits and causes harm to the assets under management.
Article 252 refers to the penalties for basic fraud or, where the legal circumstances apply, those under Article 250. Therefore, it is not correct to automatically link any loss exceeding €250,000 to a specific six-year sentence.
Misappropriation: Article 253 of the Criminal Code
Misappropriation may arise where a director appropriates for themselves or a third party money, securities or other movable property that they received under an obligation to deliver or return it, or denies having received it.
In practice, distinguishing between breach of trust and misappropriation requires an analysis of the legal relationship, control over the funds and the specific conduct involved.
Falsification of accounts and corporate documents
Article 290 of the Criminal Code punishes de facto or de jure directors who falsify annual accounts or other documents that must reflect the company’s legal or financial position, where this is capable of causing financial harm to the company, its shareholders or third parties.
Invoices, contracts or other documents may also raise issues of document falsification, but the legal classification will depend on which document was altered and who carried out the alteration.
Frustration of enforcement and punishable insolvency
Among other conduct, Article 257 penalises those who carry out transactions involving assets intended to hinder or prevent attachments or enforcement proceedings. Articles 259 onwards, in turn, regulate certain conduct carried out in a situation of actual or imminent insolvency.
These offences are particularly relevant when assets begin to disappear after a debt or corporate dispute arises.
When it is advisable to file a criminal complaint against a company director
Where there is evidence and objective documentation
A criminal complaint against a company director is stronger when it can be supported by bank statements, minutes, contracts, accounting records, emails, corporate documentation or expert reports that enable the investigating court to understand what has happened.
It is not always essential to provide a full expert report from the outset. It can be very useful in complex accounting matters, but whether it is necessary depends on the case and the documentation already available.
Where there is a risk to assets
If there is evidence that the person under investigation may conceal or dispose of assets, the court may be asked to adopt measures to secure financial liabilities. Article 589 of the Criminal Procedure Act allows security and attachment to be ordered where the investigation reveals evidence of criminality.
An attachment is not automatic simply because it is requested in the criminal complaint. It must be ordered by the court and justified in light of the circumstances of the proceedings.
Where the dispute clearly goes beyond the commercial sphere
A poor business decision, a disagreement between shareholders or negligent management do not in themselves amount to a criminal offence. Criminal law is a last resort and should be reserved for conduct falling within a criminal offence.
For this reason, before filing a criminal complaint against a company director, at Barcelona Penal we distinguish between commercial liability, possible corporate actions and criminal liability.
How to file a criminal complaint in Barcelona
Lawyer and court representative
Article 277 of the Criminal Procedure Act establishes that a criminal complaint must be filed through a court representative with sufficient authority and signed by a lawyer. This is not a requirement that depends on “the court asking for it”: it forms part of the legal framework governing criminal complaints.
Every day that passes without action may harm your legal position. Contact Barcelona Penal for specialist advice on criminal complaints against company directors.
What the application must contain
Among other elements, it must identify the complainant and the person complained against where possible, set out the facts in detail, specify the investigative steps requested and seek admission of the criminal complaint and any appropriate measures.
Is security required?
Article 280 provides for security to be given by private complainants, but Article 281 exempts, among others, the victim of the offence and their heirs or legal representatives. It should therefore not be stated that every shareholder or company filing a criminal complaint must necessarily provide security.
Competent court in Barcelona
In 2026, the judicial system already uses the structure of Courts of First Instance. Where territorial jurisdiction lies in Barcelona, ordinary investigations are handled by the Investigating Section of the Barcelona Court of First Instance, without prejudice to specific jurisdiction rules.
The National Court does not intervene merely because the fraud is “very large”. Its jurisdiction is limited to cases provided for by law, such as certain frauds with serious economic repercussions or harm to a broad group of people in the territory of more than one Court of Appeal district.
Limitation periods: not all cases have the same deadline
The original draft oversimplified this issue. Article 131 of the Criminal Code determines the limitation period according to the maximum penalty provided for the offence.
Breach of trust and misappropriation
In their basic forms, where the maximum penalty does not exceed five years, the general limitation period is five years. However, if aggravating circumstances under Article 250 apply and the maximum penalty reaches six years, the limitation period may increase to ten years.
Tax offence
The basic tax offence under Article 305 requires the evaded tax liability to exceed €120,000 and is punishable by one to five years’ imprisonment, meaning its general criminal limitation period is five years.
Article 305 bis establishes aggravated forms punishable by two to six years’ imprisonment —for example, where the evaded tax liability exceeds €600,000— which may result in a ten-year limitation period.
In addition, Article 132 contains specific rules on when time starts to run and on continuing offences, so the limitation period must be calculated based on the specific facts rather than by applying an automatic rule.
Barcelona Penal: criminal lawyers for complaints against company directors in Barcelona
At Barcelona Penal, we handle white-collar crime and corporate offence proceedings from a strategic perspective: we first assess whether an offence exists, what evidence supports it and which investigative steps may be required.
Prior review of documentation
Before filing a criminal complaint against a company director, we review company minutes, bank transactions, contracts, accounts, emails and any other relevant documentation. The aim is to distinguish commercial irregularities from facts with potential criminal relevance.
Private prosecution strategy
Where there is sufficient evidence and the client has standing, we draft the criminal complaint, request the appropriate investigative steps and assess the interim measures needed to protect potential civil liability.
Coordination with commercial proceedings
There may be an action for liability against directors in the corporate sphere and, at the same time, criminal proceedings. The coexistence of both routes requires coordination. Article 40 of the Civil Procedure Act establishes when criminal proceedings may lead to the suspension of civil proceedings due to a preliminary criminal issue.
If you need to assess a criminal complaint against a company director in Barcelona, we can review your case before you take a step that will have procedural consequences for all parties.
Frequently asked questions about criminal complaints against company directors
When does it make sense to file a criminal complaint against a company director?
When there is evidence of criminally relevant conduct and a minimum evidential basis. A criminal complaint against a company director should not be used for straightforward corporate disagreements or debatable business decisions.
Barcelona Penal specialises exclusively in criminal law. If you suspect fraudulent or disloyal management, we can help you assess the criminal route and take the next step with confidence.
What is the difference between a report and a criminal complaint?
A report notifies the authorities of the facts. A criminal complaint also allows the complainant to join proceedings as a prosecuting party and requires a lawyer and court representative under Article 277 of the Criminal Procedure Act.
Can I request the attachment of the director’s assets?
A measure to secure financial liabilities may be requested, but the decision rests with the court. The legal requirements and sufficient justification must be met.
Do I need an accounting expert report before filing a criminal complaint?
Not in every case. It can be very useful where the loss or financial transactions are complex, but the need to provide an expert report in advance depends on the evidence available and the procedural strategy.
Does breach of trust always become time-barred after five years?
Not necessarily. The period depends on the applicable maximum penalty. The basic form may become time-barred after five years, while certain aggravated forms with a maximum penalty exceeding five years may have a ten-year period.
Can I bring a commercial action and file a criminal complaint at the same time?
Proceedings may exist in both jurisdictions, but they must be coordinated. In certain cases, a criminal matter with decisive influence on civil proceedings may lead to their suspension under Article 40 of the Civil Procedure Act.
Where is a criminal complaint against a company director handled in Barcelona?
Jurisdiction depends on the applicable territorial and substantive rules. Where Barcelona has jurisdiction and no special jurisdiction applies, ordinary investigations are conducted by the Investigating Section of the Barcelona Court of First Instance.
Does Barcelona Penal handle criminal complaints for corporate offences?
Yes. Barcelona Penal is a criminal law firm in Barcelona that assesses white-collar crime proceedings, breach of trust, misappropriation, falsification of corporate documents and other conduct that may justify a criminal complaint against a company director.