The Anti-Corruption Directive was published in the Official Journal of the EU on 11 May 2026. It will enter into force on 31 May 2026 and will replace two existing instruments: the 2003 Framework Decision on combating corruption in the private sector and the 1997 Convention on the fight against corruption involving officials of the European Communities or officials of Member States of the European Union. The Directive is intended to address regulatory fragmentation, approximate the definition of corruption offences across EU Member States and improve the effectiveness of cross-border enforcement.
For businesses, one of the key provisions of the Directive is the establishment of a common approach to the criminalisation of bribery in the private sector. EU Member States will be required to provide in their national legislation for liability for promising, offering or giving an undue advantage to a person who directs or works, in any capacity, for a private-sector entity, where such an advantage is given in exchange for that person acting or refraining from acting in breach of their duties. Similarly, liability must be established for the request, receipt or acceptance of the promise of such an advantage by an employee or manager of a private-sector entity.
In addition, the Directive establishes common rules on the liability of legal persons: an organisation must be held liable where a corruption offence is committed for its benefit by a person in a leading position, including a person with the power to represent the organisation, to take decisions on its behalf or to exercise control within it. Liability of a legal person may also arise where the commission of the offence was made possible by a lack of supervision or control by such a person.
The Directive also establishes minimum requirements for sanctions against organisations. Depending on the offence, the maximum fine must be at least 3-5% of the company’s total worldwide turnover or a fixed amount of up to EUR 24-40 million. In addition to fines, EU Member States may provide for other measures in their legislation, including exclusion from access to public funding and procurement, a temporary or permanent ban on conducting business activities, withdrawal of permits, judicial supervision, winding-up, closure of establishments used to commit the offence, and publication of the judicial decision.
At the same time, the Directive expressly recognises the importance of anti-corruption compliance in organisations. The existence of effective internal controls, ethics and compliance programmes aimed at preventing corruption may be considered a mitigating circumstance when determining the liability of a legal person. Mitigating circumstances may also include prompt voluntary disclosure of the offence to the competent authorities and the adoption of measures to remedy its consequences.
The provisions concerning the private sector are among the most significant, but they are not the only part of the Directive. The document also harmonises approaches to other corruption offences, including bribery of public officials, misappropriation, trading in influence, abuse of functions, obstruction of justice and illicit enrichment. It also contains provisions on corruption prevention, national anti-corruption strategies, limitation periods and jurisdiction in corruption cases.
After the Directive enters into force, EU Member States will have to transpose most of its provisions into national law within 24 months, while the provisions on national anti-corruption strategies and corruption risk assessments must be transposed within 36 months.
