Conflicts between business partners are common in business life. However, a disagreement over management, profit distribution or a harmful financial decision does not necessarily mean that a criminal offence has been committed. The situation changes when one of the partners uses deception, misappropriates funds, disloyally manages company assets, falsifies documents or engages in other conduct that may fall within the scope of the Criminal Code.
At Barcelona Penal, we are lawyers specialising in Criminal Law in Barcelona, and we advise both affected partners who need to assess a potential prosecution and partners and directors under investigation for economic or corporate offences. In our experience, the first step is not to file a complaint automatically, but rather to determine exactly what has happened and whether this is a commercial dispute or criminally relevant conduct.
Quick answer: fraud between business partners may exist where one partner uses sufficient deception, with the intention of making a profit, to cause the other to make a disposal of assets that results in loss. However, many corporate disputes are better categorised as disloyal administration, misappropriation, document forgery or certain corporate offences. This is why we need to examine when the deception occurred, who actually suffered the loss, what powers each partner had and which documents can establish the facts.
The boundary between a civil dispute and a criminal offence between business partners
Not every disagreement between partners is criminally relevant. Civil and commercial law provides mechanisms for resolving disputes relating to shareholders' agreements, dividend distributions, contractual breaches, challenges to resolutions or directors' liability.
If you suspect that a business partner is deceiving or manipulating you for their own benefit, acting in time can make the difference between recovering your losses or not. Our criminal defence lawyers will assess your case confidentially and without obligation.
Criminal law comes into play when we can identify conduct that meets the specific elements of an offence. It is therefore not enough to state that a partner acted improperly, that the company lost money or that a transaction harmed the others.
We must examine exactly what the partner did, with what intention, which assets were harmed and what connection exists between their conduct and the financial loss caused.
Indicators that may point to criminal conduct
Certain behaviour warrants a more thorough assessment of whether the matter goes beyond a corporate dispute. The indicators we usually examine include:
- Diverting company funds to personal accounts without a clear business justification.
- Transactions with companies linked to the partner that may be deliberately harming the business.
- Invoices, contracts, accounts or company documents that appear to have been manipulated.
- Deliberately concealing certain income, assets, debts or transactions from the other partners.
- False information used to persuade another partner to contribute capital or carry out a transaction involving assets.
- Removing or using company assets for private purposes without sufficient legal basis.
The existence of one of these behaviours does not in itself prove an offence. In our experience, it is essential to examine the full context, as the same transfer may have a legitimate business explanation or, conversely, form part of a fraudulent scheme.
Criminal proceedings should not be used as a means of pressure in corporate disputes
One of the risks in these proceedings is trying to turn every breach between partners into a criminal offence.
We do not recommend bringing a matter before the criminal courts solely to increase pressure during business negotiations. A complaint should be based on facts with genuine criminal relevance and evidence capable of supporting them.
Where an offence has in fact been committed, the criminal investigation makes it possible to request investigative measures that may prove decisive in uncovering bank transactions, documents, communications and other evidence not always available to the affected partner.
Fraud between business partners: what Article 248 of the Criminal Code requires
Article 248 of the Criminal Code provides that fraud is committed by anyone who, with the intention of making a profit, uses sufficient deception to cause another person to act under a mistake and induce them to make a disposal of assets to their own detriment or that of another.
In a corporate relationship, potential fraud may arise where a partner deliberately provides false information to persuade the other, for example, to invest money, buy shares, sell their rights or accept a particular financial transaction.
The deception must be material for fraud to exist
Not every lie amounts to fraud. The deception must be sufficiently material and must cause the mistake that leads the victim to dispose of assets.
Moreover, the timing is particularly important. If a partner makes a business promise in good faith and subsequently fails to fulfil it, that later breach does not automatically turn the transaction into fraud.
On the other hand, if we can establish that false information was used from the outset specifically to obtain the other partner's money or financial decision, the criminal position may be very different.
This is why at Barcelona Penal we review emails, conversations, contracts, reports, accounts and actions before and after the transaction. It is common for intent not to be proved by a single document, but rather inferred from the overall facts.
Financial loss is an essential element
Fraud requires a disposal of assets that causes loss to oneself or another.
In companies, it is particularly important to determine who actually suffered the loss. The money may belong personally to the partner or form part of the company's assets, and these two situations must not be confused.
We must also quantify the amount correctly. Article 250 of the Criminal Code aggravates fraud, among other cases, where the defrauded amount exceeds €50,000. In addition, where it exceeds €250,000, the Criminal Code establishes a higher sentencing range.
The relationship between the partners may also be relevant, as Article 250 covers certain cases involving abuse of personal relationships or taking advantage of business or professional credibility.
Misappropriation between business partners: a different offence from fraud
Misappropriation, governed by Article 253 of the Criminal Code, has a different legal structure.
Here, we are not necessarily dealing with prior deception used to obtain the money. The analysis focuses on whether a person appropriates, for themselves or a third party, money, securities or other movable property received under a legal basis that created an obligation to deliver or return them.
Therefore, before claiming that a partner has misappropriated funds, we must examine why they initially had that money, what powers they had over it and what specific obligation existed regarding its use or return.
Disloyal administration is a different offence
Disloyal administration is governed by Article 252 of the Criminal Code and is not an aggravated form of misappropriation.
It may be committed by a person with powers to manage another's assets who breaches those powers by exceeding them, thereby causing loss to the assets under management.
This offence is particularly relevant where the partner is also a company director or has authority to manage accounts, enter into contracts, make payments or take financial decisions.
In our experience, the distinction is fundamental: it is one thing to disloyally use management powers that one legitimately holds, and quite another to permanently appropriate assets that should have been delivered or returned.
Practical differences between misappropriation and corporate fraud
Although both forms of conduct may arise in the same dispute, their legal structure differs, as does the evidence we will need.
| Element | Fraud | Misappropriation |
|---|---|---|
| Timing of the deception | The deception causes the disposal of assets | It does not require prior deception for initially receiving the asset |
| Basis of possession | The disposal is obtained as a result of the deception | The asset is lawfully received with an obligation to deliver or return it |
| Article of the Criminal Code | Art. 248 and, where applicable, Art. 250 CC | Art. 253 CC |
| Basic penalty | 6 months to 3 years' imprisonment | Refers to the penalties under Arts. 248 or, where applicable, 250 CC |
| Key evidence | Establishing the deception, mistake and disposal of assets | Establishing lawful receipt and subsequent appropriation |
Understanding this distinction is essential to properly frame a complaint or defence. At Barcelona Penal, we do not recommend choosing the name of the offence first and then trying to fit the facts around it: we follow the opposite process, reconstructing what happened and then determining which legal classification may apply.
Other common criminal conduct in corporate disputes
Fraud between business partners may be accompanied by other conduct. It may also be that, after analysing the facts, the correct classification is not fraud but another property-related or corporate offence.
Falsification of company accounts and documents
Article 290 of the Criminal Code specifically governs the falsification of annual accounts or other documents that must reflect a company's legal or financial position, where the conduct is capable of causing financial loss to the company, one of its partners or a third party.
This offence may be particularly relevant where a director manipulates company documents to conceal the business's true financial position.
In addition, depending on the document and the specific conduct, we will also need to examine the general offences of document forgery provided for in the Criminal Code.
Abusive resolutions or fictitious majorities
Conflicts between partners may also involve the corporate offences under Articles 291 and 292.
Article 291 penalises certain abusive resolutions imposed by taking advantage of a majority position, for the benefit of oneself or another, to the detriment of the other partners and without benefit to the company.
Article 292, meanwhile, covers certain harmful resolutions adopted through a fictitious majority.
This does not mean that every resolution detrimental to a minority partner is criminally relevant. We must establish the specific requirements laid down by law.
Preventing a partner from exercising certain rights
Article 293 of the Criminal Code also covers certain conduct by directors who, without legal cause, deny or prevent a partner from exercising legally recognised rights, such as certain rights to information, participation, oversight or pre-emptive subscription.
In our view, examining these specific offences is especially important because it avoids trying to classify as fraud situations for which the Criminal Code already provides a specific corporate-law treatment.
Frustration of enforcement or concealment of assets
If, during the dispute, we discover that someone is transferring or hiding assets to hinder the recovery of a debt or future liability, we must also examine the conduct set out in Article 257 of the Criminal Code.
Not every sale or transfer of assets constitutes an offence. We must assess whether there is genuinely conduct aimed at harming creditors or hindering enforcement.
Trade secrets
Where a partner accesses, uses or discloses the company's confidential information, offences relating to trade secrets under Articles 278 et seq. of the Criminal Code may come into play, in addition to the actions provided for by Trade Secrets Act 1/2019.
In this area, we must first assess whether the information can genuinely be considered a trade secret and what measures were taken to keep it confidential.
How to establish fraud between business partners
One of the greatest challenges in potential corporate fraud cases is evidence. Many transactions appear externally to be entirely ordinary contracts, payments, loans, invoices or management decisions.
We must therefore ensure that the documentation explains not only what transaction was carried out, but also why it may be criminally relevant.
Accounting and financial documents
Bank statements, accounting records, invoices, contracts, annual accounts, powers of attorney, minutes and tax documents can enable us to reconstruct financial movements and identify who authorised them.
Where there is a complex scheme, an economic or accounting expert report may be necessary. Expert evidence can be particularly useful for identifying cash flows, quantifying losses or comparing certain transactions against the company's actual accounts.
In our experience, an expert report adds greater value when it answers specific questions in the proceedings rather than merely reproducing large volumes of accounting documentation.
Emails and messages
Emails, WhatsApp messages, Telegram messages or SMS may be decisive in establishing what information was provided to each partner, what decisions were agreed or what was known about a particular transaction.
We recommend retaining the original communications and not relying solely on isolated screenshots. If their authenticity is challenged, it may be necessary to support them through computer forensic evidence or other means of proof.
Witnesses and third parties aware of the transactions
Employees, suppliers, customers, tax advisers, accountants or auditors may hold relevant information about the company's operations.
We must identify what each witness can genuinely contribute and avoid turning the investigation into an indiscriminate accumulation of statements that do not help establish the core of the offence.
At Barcelona Penal, we develop the evidential strategy from the outset, both when representing the affected party and when defending a partner under investigation.
Criminal proceedings for fraud between business partners
Where there is sufficient evidence, we must decide how to bring the facts before the criminal courts and which investigative measures need to be requested.
Complaint or private prosecution
The facts can be reported to the authorities through a complaint or a private prosecution.
A private prosecution requires a lawyer and court representative and enables the formal exercise of criminal proceedings and our appearance from the outset. However, we do not recommend stating that a private prosecution is necessarily better in every case. The decision should depend on the complexity of the matter, the available documentation and the measures it is appropriate to request.
The investigation stage
In 2026, following the introduction of the Courts of First Instance, we should generally refer to the competent Investigating Sections of the Court of First Instance.
During this stage, statements may be taken, documents requested, banking enquiries conducted, expert evidence obtained and other steps taken to determine whether there is sufficient evidence to continue the proceedings.
If we appear as a private prosecutor, we may propose investigative measures, appeal certain decisions and participate actively under the terms established by procedural law.
The trial and judgment
When the investigation stage ends and there is sufficient material to open trial, the court with jurisdiction to hear the case will depend on the offence and the penalty sought.
Under the current judicial structure, the Criminal Sections of the Courts of First Instance or the Provincial Court may be involved, according to the applicable jurisdiction rules.
Any conviction may establish both the relevant penalty and the civil liability arising from the offence.
When to act: the importance of not letting time pass
When we suspect fraud between partners, we recommend beginning as soon as possible to preserve documentation and legally assess the facts.
A conflict between business partners may conceal fraud without you realising it. At Barcelona Penal, we assess whether the facts you are facing have criminal relevance and explain the steps you can take to protect your rights and interests.
We must not only consider limitation periods. Over time, communications may disappear, accounts may be altered, directors may change, documents may be lost or certain decisions may become more difficult to reconstruct.
How the limitation period for fraud works
The time limit depends on the maximum penalty provided for the applicable offence.
As a general rule, basic fraud under Article 248, which carries a maximum penalty of three years' imprisonment, is subject to a limitation period of five years. Where aggravated forms under Article 250 apply and the maximum penalty exceeds five years, the period may reach ten years.
However, each case must be assessed individually, as there may be concurrence with other offences or circumstances affecting the calculation.
We must also correct a common misconception: the limitation period does not simply begin when the victim discovers the fraud. As a general rule, Article 132 of the Criminal Code provides that it runs from the day the offence was committed, with specific rules for continuing, permanent and other offences.
Interim measures to protect assets
Where there is evidence that the person under investigation may dispose of assets and there is sufficient legal basis, we must consider requesting interim measures over assets.
The aim may be to secure the financial liabilities that may eventually be established in the proceedings.
They are not granted automatically. We must justify their necessity, and it will be for the court to decide whether they are appropriate.
Defence of the partner under investigation
Not everyone reported in a corporate dispute has committed an offence. In this field, it is particularly common for a serious commercial dispute to end up being accompanied by criminal allegations between the parties.
At Barcelona Penal, we also defend partners and directors under investigation, assessing from the outset whether the facts genuinely have criminal relevance or whether the accusation is attempting to bring an essentially business dispute into the criminal courts.
The absence of criminal intent may be decisive
A business decision may be mistaken, generate losses and even breach corporate obligations without necessarily constituting an offence.
The defence must examine what information the partner had when making the decision, what powers they held, whether authorisations existed, what the business purpose was and what the other partners or directors knew.
The prosecution's evidence must also be critically assessed
We must review documents, messages, recordings, expert reports and accounting records in light of their context, authenticity and actual meaning.
An isolated transfer may present an entirely different picture when analysed alongside the contract that justified it, the approval of the other partners or the accounts from previous financial years.
Throughout the proceedings, the person under investigation retains their right of defence, their right not to incriminate themselves and the presumption of innocence.
Civil liability arising from the offence: recovering the loss
Criminal proceedings may also be used to claim financial compensation arising from the offence.
Article 109 of the Criminal Code provides that committing an act classified by law as an offence gives rise to an obligation to compensate, under the legally established terms, for the damage and loss caused.
We must correctly identify who suffered the loss
This point is particularly important in companies.
We must not confuse the partners' personal assets with the company's assets. If money left a company account and the loss was suffered directly by the legal entity, we will need to assess who has standing to claim each item.
In our experience, correctly identifying the affected party from the outset avoids later problems when quantifying civil liability.
Quantifying the loss may require expert evidence
Where the loss does not simply correspond to a specific transfer, it may be necessary to analyse related transactions, diverted assets, expenses, profits obtained or losses caused.
A well-designed economic expert report can help turn a generic accusation into an understandable explanation of the loss actually suffered.
A favourable judgment must be enforceable
Obtaining a conviction does not in itself guarantee that the victim will immediately recover all the money.
For this reason, from the earliest stages we must assess whether there is a real risk of assets disappearing and whether it is appropriate to seek measures aimed at securing future financial liabilities.
Conclusion: before reporting the matter, we must know which offence we are trying to establish
Fraud between business partners can cause very significant financial loss, but the existence of a dispute or financial loss does not automatically make the situation criminal.
We must determine whether there was prior deception, misappropriation of assets, abuse of management powers, falsification of documents, a criminally relevant corporate resolution or other criminalised conduct.
For us, the key is to reconstruct the facts before choosing the legal route. When representing the affected party, we seek to identify the specific criminal conduct, preserve evidence and quantify the loss correctly. When defending the partner under investigation, we establish whether the elements of an offence genuinely exist or whether this is a civil or commercial dispute presented as a criminal accusation.
Contact Barcelona Penal, specialists in corporate fraud in Barcelona
At Barcelona Penal, we are a law firm specialising in Criminal Law in Barcelona. We defend people under investigation and those accused, and represent victims through private prosecution in fraud proceedings, disloyal administration, misappropriation, document forgery and other economic and corporate offences.
If we suspect that a partner has used the company or our corporate relationship to defraud us, or if we are under investigation as a result of a business dispute, we can assess the documentation, determine the criminal relevance of the facts and develop the right strategy from the very first steps.
Frequently Asked Questions about fraud between business partners
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What is the difference between fraud between partners and a simple breach of contract?+
What evidence do I need to report fraud between business partners in Barcelona?+
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Have you been accused of fraud in a business context, or are you the victim of it? Whatever your situation, having specialist criminal defence from the outset is essential. Contact us for straightforward guidance.