In brief
In April 2026, the European Union (EU) adopted its new EU Anti-Corruption Directive, marking a significant step toward a more harmonized and robust framework for combating corruption across the EU. The Directive introduces uniform definitions of public officials, tightens sanctioning standards for companies, and raises expectations for effective corporate compliance systems. With national implementation required by 2028, it will consolidate and substantially replace key existing EU anti-corruption instruments.
In depth
Introduction
In April 2026, the EU adopted a new EU Anti-Corruption Directive1, marking a significant step towards a more harmonized and robust European framework for combating corruption. Once applicable, the Directive will consolidate and substantively replace key existing EU anti-corruption instruments, including the 1997 Convention on the fight against corruption involving EU and Member States officials2, and Council Framework Decision 2003/568/JHA on combating corruption in the private sector3. It will also amend Directive (EU) 2017/1371 on the protection of the EU’s financial interests4.
We summarize the key elements of the new EU Anti-Corruption Directive, highlight its practical implications for businesses, and outline expected impacts on German anti-corruption law, together with recommended compliance actions for companies.
Background and legislative context
On 3 May 2023, the EU Commission presented an anti-corruption package, including a proposal for a new Anti-Corruption Directive (COM(2023) 234).5 The proposal was based, inter alia, on Articles 82(1)(d) and 83(1) and (2) of the Treaty on the Functioning of the European Union (TFEU), which allow the EU to establish minimum rules on certain criminal offences and sanctions.
Following negotiations, the EU Parliament and Council reached a provisional agreement in December 2025.6 The Directive will enter into force 20 days after its publication in the EU Official Journal. Member States will generally be required to transpose its provisions into national law within 24 months. Certain obligations relating to national anti-corruption strategies and corruption risk assessments are subject to a longer transposition period of up to 36 months.
This means that companies should expect the new rules to be in force at the latest by summer 2028.
Once transposed, the Directive is expected to significantly reshape the enforcement and compliance landscape for companies operating in the EU. In particular, it not only clarifies and expands corruption-related criminal offences but also introduces stricter sanctioning regimes and increased expectations regarding preventive compliance structures.
Scope of the Directive and key concepts
Material scope and definitions
The EU Anti Corruption Directive covers a broad range of corruption related conduct in both the public and private sectors. It applies irrespective of whether the offence involves domestic or cross border elements and extends to conduct affecting EU institutions, Member State authorities and private economic activity.
The Directive adopts a functional concept of “officials”, capturing not only traditional public office holders but also individuals performing public functions or entrusted with public responsibilities under national or EU law.
At its core, the Directive sets out harmonized definitions of active corruption (offering, promising or giving an undue advantage), and passive corruption (requesting, receiving or accepting such an advantage), where the conduct is intended to influence the proper performance of duties or functions. The concept of an “undue advantage” is broad and includes both material and immaterial benefits. Criminal liability may arise even if the advantage is not ultimately granted or received.
In addition to classic bribery scenarios, Member States are required to criminalize related conduct, including aiding, abetting and inciting corruption offences as well as attempts to commit such offences. The Directive also addresses further forms of misconduct, such as abuse of functions or position and trading in influence, while allowing a degree of flexibility in line with national legal traditions.
Beyond criminalization, Member States must strengthen preventive measures to limit anti-corruption risks, including by establishing or designating specialized bodies responsible for corruption prevention and enforcement, raising public awareness, conducting assessments to identify higher-risk industries and ensuring effective whistleblower protection.
Sanctions
Sanctions against individuals
The Directive introduces minimum and maximum requirements for criminal sanctions, including effective terms of imprisonment for serious corruption offences, additional sanctions such as fines, disqualification from public office or professional activities, and confiscation of proceeds derived from corruption. Potential maximum imprisonment ranges from three to five years according to the severity of the offense.
Liability and sanctions for legal entities
A key element of the Directive is the strengthening of liability regimes for legal entities. Member States must ensure that legal entities can be held liable where corruption offences are committed:
- For their benefit,
- By individuals in leading positions, or
- Due to a lack of adequate supervision or control by management.
For serious offences, the Directive requires Member States to impose effective, proportionate and dissuasive sanctions against legal entities. This includes fines of up to 5% of the company’s total worldwide annual turnover. Alternatively, Member States may introduce fixed maximum fines of up to EUR 40 million.
In addition to financial penalties, national law may provide for further consequences, such as restrictions in public procurement procedures, withdrawal of permits or authorizations, or the imposition of remedial and oversight measures. Companies should also expect increased exposure to parallel proceedings against both individual employees and the company itself.
Expected impact on German anti-corruption provisions
The implementation of the Directive will require legislative action by the German legislator and amendments to existing criminal law provisions. The most significant changes are expected to include the following:
- First, the Directive requires Member States to criminalize corruption in certain three-party constellations, such as cases where an undue advantage is granted to an intermediary with the aim of exerting improper influence over a public official. While German law already criminalizes certain forms of undue influence involving elected mandate holders (Section 108e of the German Criminal Code), these provisions do not fully cover all scenarios addressed by the Directive.7
- Second, the Directive obliges Member States to establish or designate independent bodies responsible for corruption prevention, coordination, risk assessment and the development of national anti-corruption strategies. Germany currently lacks a single, centralized and independent anti-corruption authority with such a comprehensive statutory mandate.
- Third, the existing German regime for sanctioning companies for criminal offences under Sections 30 and 130 of the German Act on Administrative Offences does not meet the Directive’s requirements with respect to maximum fines. In particular, the current statutory cap of EUR 10 million for intentional offences falls significantly below the envisaged thresholds under EU law of up to 5% of global annual turnover or, alternatively, EUR 40 million for serious corruption offences, which may require legislative reform.
- The Directive also requires Member States to expressly recognize certain mitigating factors when sanctioning legal entities, including effective compliance programs, internal detection mechanisms, cooperation with authorities and remedial measures. While such factors may already be taken into account under German law in the discretionary assessment of fines, they are not expressly codified and may need to be addressed more explicitly in legislation.
- Finally, the Directive sets requirements for specialized bodies responsible for the investigation and prosecution of corruption offences, including sufficient independence and safeguards against undue influence. This may raise questions in Germany, where public prosecutors are subject to hierarchical oversight and formal ministerial instruction powers.
Recommended actions for companies
Given the potentially significant sanctions for companies of up to 5% of the worldwide annual turnover, companies operating in the EU should begin preparing for the new regulatory framework. In particular, companies should consider:
- Review and update their anti-corruption risk assessments, taking into account cross-border activities and interactions with both public and private counterparties across the EU.
- Evaluate existing compliance programs against emerging EU standards, with a focus on tone from the top, internal controls, third-party management and documentation.
- Assess their incident response and investigation processes, including readiness for parallel proceedings involving individuals and legal entities.
- Monitor national implementation developments in key jurisdictions to anticipate legislative changes and enforcement priorities.
1 https://www.consilium.europa.eu/en/press/press-releases/2026/04/21/council-adopts-new-eu-wide-law-to-combat-corruption/ The comprehensive title of Directive COM(2023) 234 is: “Directive of the European Parliament and of the Council on combating corruption, replacing Council Framework Decision 2003/568/JHA and the Convention on the fight against corruption involving officials of the European Communities or officials of Member States of the European Union, and amending Directive (EU) 2017/1371 of the European Parliament and of the Council.”, available at: https://www.europarl.europa.eu/doceo/document/TA-10-2026-0094_EN.html.
2 Available at: https://eur-lex.europa.eu/legal-content/DE/TXT/HTML/?uri=CELEX:41997A0625(01).
3 Available at: https://eur-lex.europa.eu/legal-content/DE/TXT/PDF/?uri=CELEX:32003F0568.
4 Available at: https://eur-lex.europa.eu/legal-content/DE/TXT/PDF/?uri=CELEX:32017L1371&from=EN.
5 Available at: eur-lex.europa.eu/legal-content/DE/TXT/PDF/?uri=CELEX:52023PC0234; https://commission.europa.eu/strategy-and-policy/policies/justice-and-fundamental-rights/democracy-eu-citizenship-anti-corruption/anti-corruption_en.
6 Available at: https://data.consilium.europa.eu/doc/document/ST-16391-2025-REV-1/en/pdf.
7 For more information on Sec. 108e of the German Criminal Code see: Germany: Illegal lobbying – New criminal offense to combat corruption.