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By virtue of its being a mere fiction of law, the general rule is that a corporation by
itself cannot be held criminally liable. This is precisely because of the nature and
character of both Criminal Liability and of the Corporation. However, like any other
general rules, such is subject to certain exceptions.
1
Ronald C. Lara Business Organization II: Private
Corporation Law
Fourth Year Atty. Alizedney M. Ditucalan, LL.M.
MSU Law, Iligan Extension Class
Thus the public policy that a crime committed in the name of the corporation is
attributed to those individuals who actually act for and in behalf of the corporation.
Where a law requires a corporation to do a particular act, failure of which on the
part of the responsible officer to do so constitutes an offense, the responsible officer
is criminally liable therefore. If the business itself involves a violation of law all who
participate in it are liable. Corporate officers or employees, through whose act,
default or omission the corporation commits a crime, may themselves be
individually held answerable for the crime 1. However, a director or officer can be
held liable for a criminal offense only when there is a specific provision of law
making a particular officer liable because being a corporate officer by itself is not
On the other hand, by way of exception to the general rule, certain laws are being
enacted enabling Corporations to commit criminal liability. This is made possible by
a direct provision of the law, such as those found in the Anti-Dummy Law, Trust
Receipts Law and Anti-Money Laundering Act, making corporations criminally liable 2.
In this case, since Corporations cannot be arrested and imprisoned, the law imposes
the penalty of fine. When the statute prescribes both fine and imprisonment as
penalty, the corporation may be made liable with respect to the fine and the
responsible officers are imprisoned.
1
MANUEL C. ESPIRITU, JR., AUDIE LLONA, FREIDA F. ESPIRITU,CARLO F. ESPIRITU, RAFAEL F. ESPIRITU,
ROLANDO M. MIRABUNA, HERMILYN A. MIRABUNA, KIM ROLAND A. MIRABUNA, KAYE ANN A. MIRABUNA,
KEN RYAN A. MIRABUNA, JUANITO P. DE CASTRO, GERONIMA A. ALMONITE and MANUEL C. DEE, who are
the officers and directors of BICOL GAS REFILLING PLANT CORPORATION, Petitioners, - versus - PETRON
CORPORATION and CARMEN J. DOLOIRAS, doing business under the name KRISTINA PATRICIA
ENTERPRISES, Respondents. G.R. No. 170891, November 24, 2009.
2
Memory Aid 2016 for Commercial Law. San Beda College of Law Centralized Bar Operations.
2
Ronald C. Lara Business Organization II: Private
Corporation Law
Fourth Year Atty. Alizedney M. Ditucalan, LL.M.
MSU Law, Iligan Extension Class
suspicious transactions to the Anti-Money Laundering Council (AMLC) within five (5)
working days from occurrence. Further, it categorizes non-performance of such
obligation, e.i. non disclosure and filing of report to AMLC, as among the acts
punishable3. Just very recently, the Rizal Commercial Banking Corporation (RCBC) is
slapped with a fine of one (1) Billion Pesos for its involvement in the Bangladesh
Bank Cyber heist. Accordingly, RCBC failed to act immediately despite Bangladeshs
warnings that the transactions were suspicious, as well as their later requests for
the transfer to be stopped4.
In the case of Ching versus Secretary of Justice, 481 SCRA 602 (2006), the Supreme
Court said:
3
RA No. 10365. An Act further strengthening the Anti-money Laundering Law, amending for
the purpose Republic Act No. 9160, otherwise known as the anti-money laundering act of
2001.
4
www.cnnphilippines.com/business/2016/08/05/BSP-fines-RCBC-P1billion-over-laundering-
scam.html
5
ALFREDO CHING, Petitioner, vs. THE SECRETARY OF JUSTICE, ASST. CITY PROSECUTOR ECILYN
BURGOS-VILLAVERT, JUDGE EDGARDO SUDIAM of the Regional Trial Court, Manila, Branch 52; RIZAL
COMMERCIAL BANKING CORP. and THE PEOPLE OF THE PHILIPPINES, Respondents. G. R. No. 164317,
February 6, 2006.