New rules tightening liability for corrupt practices in commercial companies have been adopted in China.
The relevant Interpretation on Several Issues Concerning the Application of Law in the Handling of Criminal Cases of Corruption and Bribery (II) (关于办理贪污贿赂刑事案件适用法律若干问题的解释（二）), issued by the Supreme People’s Court and the Supreme People’s Procuratorate of China, entered into force on 1 May 2026 and became the first major update of judicial approaches in this area in almost a decade.
One of the key changes concerns offences committed by persons who do not fall within the category of “state functionaries”, primarily employees and managers of private companies. Whereas such acts were previously subject to separate and generally more lenient thresholds for assessing the seriousness of the offence, the standards for conviction and sentencing must now be determined by reference to the corresponding corruption offences in the public sector.
The Interpretation expressly extends this approach to four private-sector offences: 1) acceptance of bribes by a non-state functionary; 2) offering bribes to such a person; 3) work-related misappropriation of property; and 4) misappropriation of an organization’s funds. For these offences, the standards for conviction and sentencing must be determined, respectively, by reference to the rules on accepting bribes, offering bribes, embezzlement of public property and misappropriation of public funds. As a result, conduct that was previously assessed mainly as a corporate or regulatory violation may now more often fall within the scope of criminal-law assessment.
Chinese experts have already expressed concern that the tightening of standards may increase risks for professional managers and executives of private companies. In particular, contested decisions on the allocation of funds, hospitality expenses, management of corporate assets or spending of company funds may, in certain circumstances, be treated as misappropriation, embezzlement or a corruption violation. In addition, the new rules could potentially be used as a tool of pressure in corporate conflicts, shareholder disputes or struggles for control over a business.
At the same time, it is noted that the purpose of the new approach is not only to increase penalties, but also to provide private companies with a level of legal protection comparable to that enjoyed by government bodies and state-owned enterprises. This approach forms part of a broader course by Chinese regulators to strengthen control over corrupt practices in both the public and private sectors.
In addition to liability of individuals in the private sector, the Interpretation clarifies liability thresholds for corruption offences involving organizations, including acceptance of bribes by an organization, offering bribes to an organization, and offering bribes on behalf of an organization. Depending on the offence and the person making the payment, the thresholds range from RMB 200,000 to RMB 400,000, and may be reduced to RMB 100,000 or RMB 200,000 where aggravating circumstances are present. Lower thresholds apply, in particular, where the bribe is related to environmental protection, finance, production safety, food and pharmaceuticals, disaster prevention and relief, social security, education or healthcare.
