Corporate Fines and Supervisory Duties Under the OWiG

Corporate fines in Germany: the short answer

Germany has no criminal liability for companies. Instead, corporate fines are imposed under the Administrative Offences Act (Gesetz über Ordnungswidrigkeiten, OWiG). Under § 30 OWiG, a fine can be imposed on a legal person or association if one of its managers or other persons responsible for its management commits a criminal or administrative offence that breaches duties of the company or enriches it, or was intended to. The maximum is EUR 10 million for intentional criminal offences and EUR 5 million for negligent ones, but the fine must exceed the economic benefit obtained and can therefore go far higher. Under § 130 OWiG, management is liable for failing to take supervisory measures that would have prevented or significantly hindered offences within the company, which links corporate fines directly to compliance organisation.

A government bill transposing the EU Environmental Crime Directive (Bundestag printed paper 21/6133), pending in November 2026, would raise these general caps to EUR 40 million and EUR 20 million and introduce statutory criteria for setting fines. Many sector laws have their own higher maximums, from 10 per cent of worldwide turnover in cartel cases to EUR 40 million for intentional sanctions offences. This article explains the general framework for corporate fines, how they are calculated and imposed, the role of compliance as mitigation and practical defence strategies.

Fines against companies under § 30 OWiG

Section 30(1) OWiG requires a connecting offence (Anknüpfungstat) committed by a person in a management position. The list covers authorised representatives of a legal person, board members of an association, partners of a partnership, general agents and persons with commercial power of attorney in leading positions, and any other person acting responsibly for the management of the business, including persons with supervisory or control functions in a leading position. The offence must either breach duties incumbent on the company, such as obligations under environmental, competition or tax law, or have enriched or been intended to enrich the company.

The fine can also be imposed independently if no proceedings are brought against the individual, for example because the individual cannot be identified, provided the offence is established (§ 30(4) OWiG). Imposing a corporate fine excludes separate confiscation under §§ 73 and 73c of the Criminal Code for the same offence, because the economic benefit is absorbed in the fine (§ 30(5) OWiG). In cases of universal succession, including mergers and certain divisions, the fine can be imposed on the successor up to the value of the assets taken over (§ 30(2a) OWiG).

Breach of supervisory duty under § 130 OWiG

Under § 130(1) OWiG, the owner of a business or undertaking acts unlawfully if he intentionally or negligently omits supervisory measures required to prevent breaches of duties that concern the owner and are punishable by criminal penalty or fine, and such a breach occurs that proper supervision would have prevented or made significantly more difficult. Required supervisory measures include the appointment, careful selection and monitoring of supervisory personnel. Through § 9 OWiG, this duty applies to the legal representatives and managers of companies.

Section 130 OWiG is the central compliance norm in German corporate sanctions law. If a mid-level employee commits a cartel infringement, bribery or environmental offence, management's failure to have adequate compliance measures becomes a connecting offence under § 30 OWiG. The fine for the supervisory failure itself is up to EUR 1 million where the underlying breach is a criminal offence, and § 30(2) sentence 3 OWiG applies, so the tenfold increase for statutes that refer to it is available.

What supervision is required?

The required measures depend on the size, organisation, sector and risk profile of the company and on previous incidents. Courts have recognised measures such as clear allocation of responsibilities, instructions and policies, training, random checks, monitoring of high-risk processes, reaction to warning signs and sanctions for breaches. In groups, parent companies may need to supervise subsidiaries if they are treated as part of the same undertaking, which is particularly relevant under EU-influenced competition law.

How corporate fines are calculated

Corporate fines consist of a punitive component and a disgorgement component. The punitive part reflects the seriousness of the offence and the degree of blame, while the disgorgement part removes the economic benefit, which can include profits, avoided costs and other advantages. Authorities and courts consider, among other things, the company's size and financial capacity, the duration and gravity of the misconduct, the number of employees involved and the company's response.

In its judgment of 9 May 2017 – 1 StR 265/16, the Federal Court of Justice held that when setting the fine it is relevant whether the company had fulfilled its duty to prevent breaches and installed an efficient compliance management system, and whether it later optimised its compliance rules and internal processes to make similar breaches significantly more difficult. Compliance is therefore a recognised mitigating factor.

Procedure: who imposes corporate fines?

Where the connecting offence is a criminal offence, corporate fines are usually imposed by the criminal court in the criminal proceedings against the individual, on the application of the public prosecutor, or in separate proceedings. The company takes part as an ancillary party with its own procedural rights, including access to the file through counsel, the right to be heard and the right to appeal. Where the connecting offence is an administrative offence, the competent administrative authority, for example the Federal Cartel Office, BaFin, a data protection authority or a main customs office, imposes the fine by a fine notice. Companies can object, after which the case goes to the local court or, in some areas, to a higher regional court.

Prosecution of companies is discretionary. Authorities may refrain from imposing corporate fines, for example where the company has cooperated and remedied deficiencies, or they may combine a fine with confiscation-like disgorgement. Settlements in the form of agreed fine notices are common in practice, particularly in competition and data protection cases, and the terms negotiated often include factual statements that can later matter in civil damages claims.

Limitation

The limitation period for corporate fines follows the connecting offence. For criminal offences, the criminal limitation periods apply; for administrative offences, the periods of the OWiG or the special statute. Limitation is interrupted by certain investigative steps. Because investigations into corporate misconduct often start years after the events, limitation is a frequent and important defence argument that should be checked at the very start.

Sector-specific fine regimes

The OWiG framework is supplemented by special rules in many areas:

• Competition law: fines of up to 10 per cent of the total worldwide turnover of the undertaking for cartel infringements (§ 81c(2) GWB), with the Federal Cartel Office's fining guidelines.
• Data protection: GDPR fines of up to EUR 20 million or 4 per cent of worldwide turnover, imposed directly on the company.
• Sanctions: fines of up to EUR 40 million for intentional offences under § 18(1) AWG (§ 19(7) AWG).
• Whistleblowing: HinSchG fines, with a tenfold increase for companies in specified cases.
• Supply chain: LkSG fines of up to EUR 800,000 or 2 per cent of turnover for large companies.
• Financial services and capital markets: turnover-based fines under banking, securities and market abuse laws.

These regimes often refer to § 30 OWiG for the attribution of conduct to the company, so the principles described above remain relevant.

No corporate criminal law: the failed Corporate Sanctions Act

The previous federal government proposed a Corporate Sanctions Act (Verbandssanktionengesetz) in 2020, which would have introduced mandatory prosecution of companies, turnover-based sanctions of up to 10 per cent for large companies and incentives for internal investigations. The bill was not adopted before the end of that legislative period. Germany therefore continues to rely on the OWiG model, with prosecution of companies at the discretion of the authorities (opportunity principle). For details, see our article on corporate criminal liability in Germany.

Defence strategy in corporate fine proceedings

1. Early involvement. Companies are parties to the proceedings (Nebenbeteiligte) and can make submissions. Engage early with prosecutors and authorities.
2. Connecting offence. Examine whether a management-level person committed an offence and whether it breached company duties or enriched the company.
3. Supervision. Present the compliance organisation and evidence that supervision was adequate, which may defeat the § 130 OWiG link.
4. Economic benefit. Challenge the quantification of the benefit, which often drives the amount of the fine.
5. Remediation. Show improvements made after the incident.
6. Coordination. Align the company's defence with that of individual managers and employees, considering conflicts of interest.

Corporate fines also have consequences beyond the amount paid. Final fines are entered in the Central Trade and Industry Register (Gewerbezentralregister) in certain cases and can be relevant for licences and public procurement, and serious offences may be entered in the federal competition register and lead to exclusion from public tenders until self-cleaning is demonstrated. Fines are not tax-deductible, although the disgorgement component may be treated differently. These collateral effects, together with possible follow-on damages claims and reputational consequences, should be considered carefully in any settlement negotiations with the authorities.

Illustration: a hypothetical German waste management company is investigated because a site manager disposed of hazardous waste illegally to save costs. The site manager is a person responsible for management within the meaning of § 30 OWiG, the offence breached the company's duties and saved costs. The company faces a fine combining a punitive part and disgorgement of the avoided disposal costs. By demonstrating a functioning environmental CMS, swift investigation and remediation, it argues for a reduced punitive component.

How TRW & Co helps with corporate fines

We defend companies and their managers in proceedings involving corporate fines under §§ 30 and 130 OWiG and sector-specific regimes. We conduct internal investigations, prepare submissions on the connecting offence, supervision and economic benefit, negotiate with prosecutors and authorities, and design compliance improvements that support mitigation. We also advise boards on preventive compliance organisation. Our work connects with our white-collar defence and compliance management systems practices. See also IDW PS 980 and CMS audits. To discuss a matter, contact us.