The New Dominican Criminal Code and Corporate Criminal Liability

Companies face criminal liability from November 5, 2026, while a bill to defer it by 24 months awaits Congress
On November 5, 2026, companies operating in the Dominican Republic become criminally liable, in their own name, for offenses committed by their directors, representatives or employees. This is the final piece of the country’s new Criminal Code (Law No. 74-25, as amended by Law No. 44-26), which replaced the 1884 Code in early August 2026.
A bill filed in the Senate on September 28, 2026 would postpone the corporate regime by 24 months. It has not been approved. Until it becomes law, November 5 remains the operative date, and a company without an effective, documented compliance program on that day loses its main legal defense.

Milestone Date
Law No. 74-25 promulgated August 3, 2025
Law No. 44-26 (27 amended articles) promulgated July 27, 2026
New Criminal Code in force (general rule, Art. 393) Early August 2026
Bill to defer corporate liability by 24 months filed in the Senate September 28, 2026
Corporate criminal liability (Arts. 8–11) in force, unless deferred November 5, 2026

Background: the end of a 142-year-old Code
Law No. 74-25 was promulgated on August 3, 2025 with a 12-month vacatio legis (Art. 393). It replaces a Code dating from 1884 and modelled on the Napoleonic Code of 1810, closing almost three decades of failed bills, presidential observations and Constitutional Court rulings.
Before entry into force, Congress passed Law No. 44-26 (promulgated July 27, 2026). It amends 27 articles of Law No. 74-25 but does not replace it. The changes most relevant to business concern corporate liability, compliance program requirements and liability within corporate groups. Law No. 44-26 also deferred the corporate regime by three months, counted from August 5, 2026.
Several direct actions of unconstitutionality against Law No. 74-25 are pending before the Constitutional Court. Any ruling could alter specific provisions.
Main features of the new Code
The new Code is harsher, broader and more modern than the one it replaces:
• Higher penalties. Prison terms reach 40 years for the most serious crimes, and accumulated sentences can reach 60 years in cases set out by law.
• Roughly 70 new offenses. These include femicide, contract killing (sicariato), genocide, crimes against humanity, torture, pyramid schemes, cyber-harassment, obstruction of justice and patrimonial violence.
• Fines in public-sector minimum wages. Monetary penalties are expressed as multiples of the public-sector minimum wage, so they update automatically.
Law No. 44-26 also revised several offenses with direct commercial relevance:
• Real-estate fraud (Art. 238). Aggravated fraud now covers selling or promising to sell off-plan property after receiving all or part of the price, and selling the same property to two or more buyers.
• Bankruptcy (Art. 248). Simple bankruptcy covers companies, EIRLs and traders whose insolvency results from imprudence or negligence. Directors who organise a cessation of payments face fraudulent or simple bankruptcy charges. Bankruptcy caused by unforeseeable external events carries no criminal liability.
• Discrimination (Art. 173). Discriminatory treatment by a legal entity, including refusing to hire, dismissing or denying goods and services, is expressly covered.
• Embezzlement of public funds (Art. 303). Penalty raised to 5–10 years and a fine of four to ten times the amount involved.
• Defamation (Arts. 208–211). Base penalty reduced to 1–2 years; fact-based criticism of corruption and public policy is protected.
• Workplace harassment (Arts. 121, 144). Harassment applies in the workplace; aggravated harassment within an employment relationship carries 2–5 years.
The corporate criminal liability regime (Arts. 8–11)
For the first time in Dominican law, a company can be investigated, charged and convicted in its own right. The principle that a company cannot commit a crime (societas delinquere non potest) no longer applies.
When a company is liable (Art. 8). A legal entity answers for offenses committed through acts or omissions of its organs, representatives or subordinates acting on its behalf, where those acts also result from the entity’s failure in its duties of direction, control or supervision. The organisational failure is the hinge of the system: a crime by an employee is not enough on its own.
• No need to identify the individual. The company can be convicted even if the person who acted cannot be identified, has died or has disappeared.
• Negligence is enough. Liability arises where the conduct results from imprudence, negligence, inadvertence, breach of regulations or breach of the duty of care.
• Individual liability remains. Corporate liability adds to, and does not replace, that of the directors and employees involved.
• Corporate groups (Art. 11). Liability extends to the controlling entity where it took part in, ordered, authorised, tolerated or knowingly benefited from the offense, created a serious organisational defect that facilitated it, or failed in its own duty of supervision. Control alone is no longer enough.
When a company is not liable. The company escapes liability if the offense was committed solely against it with no benefit to it; if it repaired the damage in offenses prosecuted by private action; or if it proves it implemented a compliance program that a subordinate or outsider evaded through fraudulent maneuvers management could not detect, and reported the breach once aware of it.
Sanctions for companies
The fines are the smallest risk; the ancillary penalties can end a business. Commentators count more than 90 offenses that reach legal entities, including corruption, transnational bribery, money laundering, terrorist financing, environmental offenses, and tax and customs fraud.
Sanction Scope
Fine, serious offenses 50 to 500 public-sector minimum wages
Fine, very serious offenses 100 to 1,500 public-sector minimum wages
Confiscation Assets linked to the offense
Closure Temporary or permanent closure of establishments
Licences Cancellation of licences and authorisations
Public procurement Disqualification from contracting with the State

Mitigating circumstances. Liability may be reduced where the company:
1. Had a real, effective, measurable and updated compliance program in place before the offense.
2. Had an incomplete program but later adopted genuine prevention and remediation measures.
3. Repaired the damage.
4. Voluntarily reported the facts before formal notice of the investigation.
5. Cooperated effectively in preserving evidence and identifying those involved.
What a compliance program must contain
Law No. 44-26 expanded the minimum content of a compliance program from four elements to eleven, each scaled to the company’s nature, size, activity and risks:
1. A policy or code of conduct setting out the duties of organs, representatives and employees.
2. Express identification of the areas where criminal risks exist or may arise.
3. Controls adequate to prevent those risks.
4. Continuous training and awareness programs, including human rights and non-discrimination.
5. A body or department with autonomous powers to supervise the program.
6. Financial and accounting procedures designed to prevent illicit payments or benefits.
7. A response protocol with a disciplinary system that sanctions breaches.
8. Anonymous reporting channels, whistleblower protection and anti-retaliation rules.
9. Clear, efficient procedures to investigate reports.
10. Periodic review and updating of the program.
11. Documentary traceability.
SMEs (Mipymes). The management body may itself perform the compliance function, and measures may be implemented in a staggered, proportional way.
The initiative to extend the deadline by 24 months
On September 28, 2026, Senator Rafael Barón Duluc Rijo (PRM–La Altagracia) filed a bill to amend Article 31 of Law No. 44-26. Under the proposal, Articles 8 and 11 (as amended by Law No. 44-26) and Articles 9 and 10 of Law No. 74-25 would enter into force 24 months after the publication of the new law, instead of on November 5, 2026.
What the bill would and would not change:
• It defers only the corporate liability regime. The rest of the Criminal Code stays in force.
• It expressly preserves the criminal liability of individuals, including directors and employees, and existing civil and administrative liability.
• It tasks the Attorney General’s Office, the Judiciary, the National Public Defense Office, the Ministry of Industry, Commerce and Mipymes, and sector regulators with training, guidance and technical assistance during the two years.
• That guidance must be proportional to each entity’s nature, size, economic capacity and risk, with special attention to Mipymes, cooperatives and non-profit associations.
Stated purpose and support. The bill aims to allow an orderly implementation and give companies and justice-system institutions time to prepare. On October 5, 2026, the Dominican Association of Security Companies (Adesinc) publicly endorsed it, arguing that firms need time to review protocols, define supervisory responsibilities, train staff and document controls.
Status. To become law, the bill must be approved by both the Senate and the Chamber of Deputies and promulgated by the Executive. As of October 10, 2026, we are not aware of any committee report or floor vote. Fewer than four weeks remain before November 5.
Scenario Effect for companies
Bill enacted before November 5, 2026 Corporate regime deferred to 24 months after publication (around late 2028)
Bill not enacted by November 5, 2026 Corporate regime applies from November 5, 2026
Bill enacted after November 5, 2026 Regime would already be in force; the effect on conduct in the interim would need specific analysis

Our view: companies should plan on November 5. An extension would add time, not remove the obligation, and the programs built now are the same ones that will be required later.
What to do now
☐ Put criminal-risk exposure on the next board agenda and minute the decision.
☐ Run a criminal-risk assessment specific to your sector, size and operations.
☐ Adopt or update a code of conduct and core policies (anti-corruption, AML, conflicts of interest, third parties).
☐ Appoint a compliance officer or body with autonomy, budget and a direct line to the board.
☐ Set up a confidential reporting channel with anti-retaliation protection and an investigation procedure.
☐ Review financial controls over payments, gifts, donations and intermediaries.
☐ Train the whole organisation, board included, and keep attendance records.
☐ Review group structures: parent companies now need visibility over subsidiaries’ controls.
☐ Update contracts with suppliers, agents and distributors to include compliance clauses.
☐ Check D&O insurance and financing covenants for criminal-proceedings triggers.
☐ Document every step: evidence of the program’s operation is the defense.

This alert is for general information only and does not constitute legal advice. It reflects the law and public information available on October 10, 2026. Specific situations require individual analysis.

Need to know what this means for your company? Our team can assess your exposure under the new regime, review or build your compliance program, and keep you updated on the 24-month extension bill. Contact us for more information or a tailored briefing on how the new Criminal Code may affect your operations in the Dominican Republic: reach us at [email protected].

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