What are the criminal and administrative sanctions for corporate corruption?
1. Introduction
Modern criminal justice systems acknowledge that not only individuals but also corporations and other legal entities can contribute to criminal activity. Crimes such as corruption, embezzlement, bribery, bid rigging, irregular accounting, money laundering often committed in an organized manner within corporate structures. Since these crimes can result in consequences not only for individuals but also for the institution, it has become imperative for practitioners of criminal and administrative law to develop new solutions within the framework of the concept of "corporate responsibility."
This article will examine the liability of legal entities and their directors in corruption-related crimes under Turkish law, evaluate criminal and administrative sanctions, and conduct a comparative analysis with international approaches.
2. The Relationship Between Legal Personality and Criminal Law
2.1. Turkish Penal Code Article 20 – The Personal Nature of Criminal Responsibility
“Criminal responsibility is personal. No one can be held responsible for the actions of another. Legal entities cannot be penalized.”
This regulation establishes that, under Turkish criminal law, it is not directly possible to impose penalties on legal entities , but security measures can be applied in certain special circumstances
2.2. Turkish Penal Code Article 60 – Security Measures
For legal entities, sanctions such as revocation of operating licenses, confiscation, and suspension of operations can be implemented by a decision of the criminal court
3. Managerial Responsibility in Legal Entities
3.1. Turkish Commercial Code (TCC)
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According to Article 553 of the Turkish Commercial Code, company directors are liable to both the company and third parties for actions that violate the law , the articles of association , and the principle of good faith .
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In crimes involving corruption in particular, managers are held responsible both for causing damage to the company and for allowing the crime to occur
3.2. Turkish Code of Obligations (TBK)
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According to Article 66 of the Turkish Code of Obligations, a person who commits a tort is liable for the damage caused.
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In a corporate structure, if a manager is personally at fault, they may be held personally liable for damages.
4. Managerial Responsibility in the Context of Corruption Crimes
4.1. Bribery (Turkish Penal Code Article 252)
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If a company executive gives a bribe to a public official on behalf of the company:
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Personal criminal liability arises.
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In addition, measures such as confiscation and exclusion from tenders may be applied against the company
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4.2. Embezzlement – Within the Company (Turkish Penal Code Article 247)
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If the company management is an organization serving the public and holds the status of a public official, then the crime of embezzlement arises.
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For example, unfair payments made by a manager of a municipal subsidiary company.
4.3. Money Laundering (Turkish Penal Code Article 282)
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If bribery proceeds are being laundered through transactions conducted via the institution:
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Board members perpetrators or accomplices to the crime .
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The company's operating license may be revoked.
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5. Administrative Sanctions
5.1. Public Procurement Prohibitions (Law No. 4734, Articles 17, 58)
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Companies that engage in bid rigging, corruption, fraud, or bribery may be banned from public tenders by administrative authorities for a period of one to two years.
5.2. MASAK and Financial Audits
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As part of the fight against money laundering, companies liable entities and have transaction reporting obligations.
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If the manager acts intentionally, both administrative fines and criminal investigations will be considered.
6. International Obligations and Harmonization Process
6.1. OECD Convention Against Bribery
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Bribery by company executives is considered not only a personal responsibility but also a corporate responsibility of the company .
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As a member of the OECD, Türkiye is obligated to adapt these responsibilities into its domestic law.
6.2. UNCAC – United Nations Convention Against Corruption
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If corporate structures are used as tools for corruption, to activate both personal and corporate accountability systems .
7. Problems in Implementation
7.1. Inability to Impose Penalties on Legal Entities
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Article 20 of the Turkish Penal Code adopts the principle that criminal responsibility is personal.
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However, in many EU countries, it is possible to impose penalties directly on legal entities.
7.2. Difficulty of Obtaining Evidence
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It is difficult to prove that the manager was aware of the crime.
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Especially in large companies, it is not clear who made the decision and who managed it.
7.3. Shareholder Liability
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The passive responsibility of those who are not in management but hold significant stakes is debatable.
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Is it possible to file a compensation lawsuit under Article 66 of the Turkish Code of Obligations? There is no uniformity in practice.
8. Proposed Solutions
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Legal entities should be held directly liable for penalties (e.g., fines, license revocation).
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A ban on penalty insurance should be introduced instead of liability insurance for board members.
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Internal ethics committees should be made mandatory within companies.
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Corporate whistleblowing mechanisms should be supported.
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Companies that fail to fulfill their reporting obligations to MASAK (Financial Crimes Investigation Board) to administrative measures and a public disclosure requirement.
9. Conclusion and Evaluation
The use of legal entities in the commission of corruption crimes necessitates institutional measures beyond individual responsibility. Although direct criminal liability is not established under criminal law, managers are liable under the Turkish Commercial Code, the Turkish Penal Code, and specific regulations.
An effective criminal justice system keeps not only the individual but also the institutional structure under control. Judicial decisions, doctrine, and international obligations all point to an approach that is moving in this direction.
In the fight against corporate corruption, true justice cannot be achieved by punishing only lower-level employees without ensuring accountability for managers. Therefore, the correct and balanced application of both criminal and administrative sanctions will demonstrate Türkiye's determined stance in the fight against corruption.
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