Criminal Law Greece 2026: Corporate Liability, Director Risk and Articles 381 & 405

Last reviewed: 9 May 2026

Greece’s 2026 criminal‑law reforms have materially expanded the scope of criminal law Greece practitioners must advise on, introducing sharper teeth for corporate liability and personal exposure for company directors. The amended Articles 381 and 405 of the Greek Penal Code, published in the Official Gazette (ΦΕΚ) in early 2026, tighten the rules on property damage offences and fraud, while a parallel package of anti‑corruption provisions now holds legal entities and their senior officers to a measurably higher standard. For general counsel, compliance officers and board members operating in or through Greek entities, these changes demand an immediate reassessment of governance frameworks, internal reporting channels and third‑party due diligence programmes.

This article provides a plain‑English breakdown of the reforms, a practical director‑risk matrix and a 30/90/180‑day compliance action plan designed for in‑house teams navigating the new landscape.

Executive Summary, What the Board Must Know Now

Industry observers expect the 2026 amendments to trigger a new wave of white‑collar crime Greece prosecutions. Before diving into the detail, here are the critical takeaways every board and GC should internalise immediately:

• Articles 381 and 405 have been amended and carry heavier penalties. Article 381 now captures a broader range of property‑damage conduct linked to corporate operations, while Article 405 extends fraud provisions to cover more complex commercial schemes. Both amendments lower evidentiary thresholds for prosecutors.
• Directors face direct personal criminal liability. Senior officers who fail to implement adequate compliance systems, approve unlawful transactions, or turn a wilful blind eye to red flags can be individually prosecuted, even where the company itself is the primary defendant.
• Corporate entities can now face more severe sanctions. Penalties include significantly increased fines, remediation orders, temporary or permanent debarment from public procurement, and confiscation of proceeds.
• Immediate action required: Audit your existing compliance programme against the new standards within 30 days. Update policies and train staff within 90 days. Embed ongoing monitoring and board‑level reporting within 180 days.

The likely practical effect of these reforms will be to push Greek prosecutors toward more frequent use of corporate liability tools, a marked shift from the traditionally individual‑focused enforcement model.

Background, The 2026 Reforms in Context

Greece’s Penal Code (Ποινικός Κώδικας) has undergone several rounds of modernisation since the comprehensive recodification under Law 4619/2019, which replaced the 1950 code. That overhaul was itself followed by targeted amendments in 2021 and 2022, driven by EU anti‑corruption directives and GRECO (Group of States against Corruption) evaluation reports. The 2026 reform package represents the latest, and in many respects the most consequential, iteration for the corporate sector.

Legislative Timeline

The 2026 amendments were introduced as part of a broader legislative initiative tabled by the Ministry of Justice in late 2025, aligning Greek law with the EU’s strengthened anti‑corruption framework and the revised EU Anti‑Fraud Directive. The amending law was voted through by the Hellenic Parliament and published in the Government Gazette (ΦΕΚ) in early 2026, with most provisions entering into force upon publication. As published by the National Printing Office on the official portal, the amendments modify several chapters of the Penal Code, with the corporate‑relevant changes concentrated in Articles 381 (damage to property) and 405 (fraud), and in new complementary provisions addressing corporate criminal liability and anti‑corruption Greece 2026 obligations.

Greece operates a three‑tier ordinary court system, Courts of First Instance, Courts of Appeal and the Supreme Court (Areios Pagos), with criminal matters heard by single‑member or multi‑member criminal courts depending on the severity of the offence. Understanding this structure matters for directors assessing the procedural risk they face: felony‑level charges under the amended provisions are tried before the multi‑member Court of Appeal sitting as a first‑instance criminal court, with cassation review available before the Supreme Court. The judicial framework is outlined in detail by the Ministry of Foreign Affairs on its official government portal.

Articles 381 and 405, Plain‑English Summary and Legal Elements

Two provisions sit at the heart of the 2026 criminal law Greece reforms that matter most for corporate compliance teams. Each is examined in turn below.

Article 381, Damage to Property (Amended)

Article 381 of the Greek Penal Code has historically addressed wilful damage to, or destruction of, another person’s property. In its pre‑2026 form, this article was primarily applied to physical acts, vandalism, deliberate destruction of goods, interference with equipment. The 2026 amendment broadens the scope in two important respects.

First, the revised text extends the concept of “damage” to include economic harm caused by deliberate interference with digital assets, data systems, and intangible property connected to business operations. Second, the amendment introduces an aggravated form of the offence where the conduct is carried out by, or on behalf of, a legal entity and the resulting damage exceeds a specified monetary threshold. The penalty range for the aggravated form has been increased to include imprisonment of up to five years and substantial fines, a significant uplift from the previous maximum.

Corporate scenarios that trigger Article 381 liability:

• A company director authorises the deliberate deletion of a competitor’s proprietary data stored on shared cloud infrastructure during a contractual dispute.
• A factory manager, acting under corporate instruction, sabotages equipment leased from a third party to trigger an insurance claim.
• A technology firm’s senior officer orders the destruction of a former partner’s digital records to obstruct a commercial arbitration.

In each scenario, the 2026 amendment means both the individual and the corporate entity may face prosecution, with the aggravated penalties applying where the damage meets the monetary threshold.

Article 405, Fraud (Amended)

Article 405 Greece has long been the backbone of fraud prosecution in the Greek system. The provision criminalises the act of inducing another person to act, refrain from acting, or omit an action by means of false representations or suppression of true facts, where the result is property damage to the victim or a third party. The 2026 reform sharpens this tool in the corporate context.

The key changes include an expanded definition of “false representations” that now explicitly captures misleading corporate disclosures, manipulated financial statements, and deceptive representations in procurement or tender processes. The reform also introduces a specific aggravated category for fraud committed by persons exercising management functions within a legal entity, carrying penalties of up to ten years’ imprisonment where the damage is substantial.

Corporate scenarios that trigger Article 405 liability:

• A CFO inflates revenue figures in audited accounts to secure a bank facility, causing the lender to suffer a loss when the true position is revealed.
• A procurement director submits falsified compliance certifications in a public tender to secure a government contract.
• A company’s managing director conceals material liabilities during a share‑purchase negotiation, inducing the buyer to overpay.

Early indications suggest that prosecutors view the amended Article 405 as a primary weapon for tackling corporate fraud and are expected to deploy it more aggressively in combination with the new corporate liability provisions discussed below.

Corporate Criminal Liability Framework Under the 2026 Reforms

Until recently, corporate criminal liability Greece practitioners encountered was relatively narrow. The Greek system traditionally focused on the criminal responsibility of natural persons, the individual who committed or directed the offence. Legal entities could face administrative sanctions, but direct criminal prosecution of a company was limited.

The 2026 reforms change this calculus. Drawing on models already established in France, the United Kingdom, and at the EU level, the new provisions create a clearer statutory basis for prosecuting legal entities where offences, including those under Articles 381 and 405, are committed for the entity’s benefit by persons in a position of authority. Liability can attach where the offence resulted from inadequate organisational measures, including the absence of an effective compliance programme.

This is a pivotal development. The reform introduces what practitioners describe as an “organisational fault” model: a company may be held criminally liable not only where a senior officer personally commits the offence, but also where the entity’s governance structures were so deficient that they facilitated or failed to prevent the criminal conduct.

The sanctions menu now available to prosecutors is markedly broader than before. In addition to fines, courts may order remedial measures (such as mandating the appointment of an external compliance monitor), impose temporary or permanent exclusion from public contracts, and order confiscation of the proceeds of the offence. For publicly listed companies, the reputational and market consequences of a criminal prosecution will often dwarf the direct financial penalties.

Director Liability 2026, Practical Risk Matrix

The question most frequently raised by board members is direct: Can company directors be criminally prosecuted under the 2026 criminal law changes? The answer is unequivocally yes, and the risk is broader than many assume.

Who Can Be Prosecuted?

Under the reformed provisions, any natural person who exercises management or supervisory functions within a legal entity falls within scope. This includes, but is not limited to, members of the board of directors, managing directors, general managers, and persons holding a power of attorney or delegation of authority that gives them effective control over the relevant business function. The likely practical effect is that “shadow directors”, individuals who exercise de facto management authority without formal appointment, also fall within the net.

Typical Triggers for Director Liability

• Failure to supervise. A director who knew or should have known about criminal conduct within the company and failed to take reasonable steps to prevent it may face prosecution for negligent omission.
• Approval of unlawful transactions. Signing off on a transaction that involves false representations, procurement fraud, or deliberate property damage creates direct personal exposure under Articles 381 and 405.
• Wilful blindness. Deliberately avoiding knowledge of suspicious activity, for example, refusing to review compliance reports or ignoring internal audit findings, can be treated as equivalent to actual knowledge for the purposes of establishing mens rea.

Defences and Procedural Protections

Directors are not without recourse. Recognised defences include demonstrating that an adequate and functioning compliance programme was in place at the time of the alleged offence, that the director exercised reasonable diligence in supervising the relevant business area, and that the offending conduct was carried out contrary to express instructions and established policy. Procedurally, defendants retain the right to legal representation from the earliest stage of investigation, the right to access the prosecution file, and the right to challenge evidence, protections outlined in the Greek Code of Criminal Procedure and reinforced by EU Directive 2013/48 on the right of access to a lawyer.

Immediate Compliance Steps, 30/90/180‑Day Action Plan

The 2026 reforms require a structured, time‑bound response. Below is a phased action plan that addresses corporate compliance Greece obligations at every level of the organisation. Industry observers expect regulators and prosecutors to treat the absence of a documented compliance programme as a significant aggravating factor in any future investigation.

Phase 1, First 30 Days: Assess and Prioritise

• Gap analysis. Commission a rapid assessment of your existing compliance framework against the new standards. Identify which policies, controls and training modules require updating in light of the amended Articles 381 and 405 and the expanded corporate liability provisions.
• Board resolution. The board should formally acknowledge the 2026 reforms and resolve to allocate resources for a compliance upgrade programme. Sample resolution language: “The Board notes the entry into force of the 2026 amendments to the Greek Penal Code affecting corporate criminal liability, and resolves to commission a comprehensive compliance review to be completed within 90 days.”
• Designate a compliance lead. Appoint an individual (or, for larger organisations, a committee) with clear authority and reporting lines to oversee the programme.
• Preserve existing records. Issue a document‑preservation notice covering all records related to risk areas identified in the gap analysis. This is critical in the event of a future investigation.

Phase 2, Days 31 to 90: Update Policies and Train

• Revise the anti‑corruption and anti‑fraud policy. Ensure the policy explicitly addresses the conduct criminalised by Articles 381 and 405, including digital‑asset damage, misleading corporate disclosures, and procurement fraud. Include clear disciplinary consequences for violations.
• Update third‑party due diligence protocols. All agents, distributors, JV partners and significant suppliers should be screened against sanctions lists and assessed for corruption risk. Document the process.
• Launch targeted training. Board members, senior management and all staff in finance, procurement and operations should receive training on the new provisions, their personal liability exposure, and the company’s updated reporting channels.
• Establish or strengthen a whistleblowing channel. Ensure the channel complies with EU Directive 2019/1937 (Whistleblower Protection) and its Greek transposition, including guarantees of confidentiality and non‑retaliation. Sample policy clause: “All employees and external stakeholders may report suspected criminal conduct, including fraud and property‑damage offences, through the company’s confidential reporting channel without risk of retaliation.”

Phase 3, Days 91 to 180: Embed, Monitor and Report

• Implement ongoing monitoring. Deploy transaction‑monitoring tools for high‑risk areas (procurement, finance, vendor payments). Conduct periodic spot‑checks and scheduled internal audits.
• Board reporting cadence. Establish a quarterly compliance report to the board covering: incidents identified, investigations opened, training completion rates, policy breaches and remediation actions taken.
• Stress‑test with scenario exercises. Run tabletop exercises simulating a prosecutor inquiry or dawn raid. Test the company’s ability to respond, preserve documents, and engage legal counsel promptly.
• Refresh record‑retention policies. Ensure all compliance records, training logs, due diligence files, investigation reports, board minutes, are retained for the minimum statutory period and are readily accessible.

Internal Investigations and Interacting With Prosecutors

When a compliance red flag is identified, the company faces a critical decision: investigate internally, self‑report to the authorities, or both. The 2026 reforms do not impose a mandatory self‑reporting obligation, but early indications suggest that voluntary cooperation and disclosure are likely to be treated as mitigating factors by Greek prosecutors, consistent with the approach taken by enforcement authorities across Europe.

Red flags that should trigger immediate engagement of external counsel:

• Discovery of falsified financial records or misleading disclosures that could constitute fraud under Article 405.
• Evidence of deliberate destruction of property or data falling within the expanded scope of Article 381.
• A whistleblower allegation implicating a member of senior management.
• Receipt of a formal or informal inquiry from a prosecutor, police authority or regulatory body.
• Notification of a related investigation in another jurisdiction (particularly relevant for multinational groups).

When conducting an internal investigation, privilege is paramount. Engage qualified Greek criminal‑defence counsel to lead or supervise the investigation. All interview notes, analytical memoranda and communications between counsel and the company should be created and marked as privileged from the outset. The Greek Code of Criminal Procedure protects lawyer‑client communications, but privilege can be waived inadvertently if documents are shared outside the privileged circle or are not properly labelled.

If a decision is made to cooperate with prosecutors, the company should negotiate the terms of cooperation carefully, including the scope of any document production, the format of witness interviews, and the potential benefit in terms of reduced sanctions. A defensive strategy remains viable where the company disputes liability, but it must be weighed against the reputational and financial costs of protracted proceedings.

Practical Examples and Mitigation Playbook

The following short case vignettes illustrate how the 2026 reforms are expected to apply in practice, along with recommended mitigation steps.

• Scenario 1, Manufacturing bribery. A Greek manufacturing company’s regional sales director pays bribes to a public official to secure a contract. The board had no formal anti‑corruption policy and no due diligence on government‑facing transactions. Under the 2026 framework, both the company and the CEO (for failure to supervise) face prosecution. Mitigation: Implement a zero‑tolerance anti‑corruption policy, conduct enhanced due diligence on all government‑linked transactions, and require dual sign‑off on payments above a defined threshold.
• Scenario 2, Procurement fraud. A technology firm’s procurement director submits falsified vendor certifications in a public tender process (Article 405 exposure). The compliance officer was aware of irregularities but failed to escalate. Mitigation: Segregate procurement and compliance functions, mandate independent verification of supplier certifications, and document all escalation decisions.
• Scenario 3, Director negligence and data destruction. During a commercial dispute, a company’s managing director orders IT staff to delete a former JV partner’s data stored on company servers (Article 381 exposure). Mitigation: Establish clear data‑governance protocols, require legal review before any data deletion, and train managers on the criminal risks of property interference, including digital property.

Key Dates and Reform Timeline

Conclusion

The 2026 reforms represent the most significant expansion of criminal law Greece has seen in the corporate sphere since the 2019 recodification. Companies and directors operating in or through Greek entities face materially higher criminal exposure, and the window for proactive compliance action is narrow. The essential steps are clear: assess your current framework against the new standards, update policies and train your people, and embed ongoing monitoring and board‑level reporting before prosecutors turn their attention to your sector. Those who act now will be in the strongest position to defend themselves if that attention arrives. For a qualified criminal lawyer in Greece, early engagement is not merely advisable, it is the most effective form of risk management available.

Businesses navigating these changes may also wish to consider how other recent Greek regulatory reforms, including Greece’s 2026 migration law changes, property law updates, and the new legal framework for short‑term rentals, interact with the criminal‑law landscape to create overlapping compliance obligations.

Sources

1. Hellenic Government / National Printing Office (Official Gazette, ΦΕΚ)
2. Greek Penal Code (Excerpts), Yale Law Documents
3. IAG, Criminal Law in Greece
4. Fair Trials, Criminal Proceedings and Defence Rights in Greece
5. MPG.PuRe, Academic Commentary on the Greek Penal Code
6. Ministry of Foreign Affairs, Judicial Power in Greece
7. Chambers Practice Guides, Greece Criminal Law
8. Statewatch, Analysis of Greek Anti‑Corruption Measures