Corporate criminal liability and compliance programs in Argentina: Law 27.401

Key rules

1. Legal architecture and timeline

1.1 Timeline of norms

The Infoleg record of Law 27.401 lists 16 norms that complement it and none that amends its text (l27401_vinculos). As far as this source set shows, the law is in its original 2017 wording (unconfirmed).

1.2 International origin

Decree 277/2018 states that the law adapts Argentine criminal law to the OECD Anti Bribery Convention. Argentina approved that Convention by Law 25.319. According to the decree's recitals, it entered into force for Argentina on 9 April 2001, after ratification was deposited on 8 February 2001. Article 2 of the Convention requires each party to "establish the liability of legal persons" for foreign bribery. Article 3(2) requires effective, proportionate and dissuasive sanctions, which may be non criminal where criminal liability of legal persons does not exist (l25319_ocde). Res. 27/2018 adds UNCAC articles 12 and 26 and article III.10 of the Inter American Convention as further sources of the obligation.

2. Who is covered

2.1 Private legal persons, domestic or foreign

Article 1 applies to "private legal persons, whether of national or foreign capital, with or without state participation". In practice this covers SAs, SAUs, SRLs, SASs, branches of foreign companies acting in Argentina, cooperatives, foundations, associations and companies in which the State holds shares. Purely public entities are not "private legal persons".

2.2 Territorial reach and foreign bribery abroad

Law 27.401 art. 29 replaced Penal Code art. 1. The Code now applies:

1. to offences committed in Argentina, or whose effects must occur in Argentina;
2. to offences committed abroad by agents or employees of Argentine authorities in the performance of their duties;
3. to transnational bribery (art. 258 bis) committed abroad by Argentine citizens or by legal persons domiciled in Argentina. Domicile means the one in the bylaws or that of establishments or branches in Argentine territory.

Consequence for a multinational group: an Argentine subsidiary, or a foreign company with an Argentine branch, can be prosecuted in Argentina for bribing an official of a third country. A foreign parent without an Argentine domicile is reached only if the offence or its effects occur in Argentina.

Federal judges hear transnational bribery cases (Federal Code of Criminal Procedure, Law 23.984, art. 33(1)(e), as replaced by Law 27.401 art. 38). For the other offences, the competent judge is the one competent for the individual's offence (art. 26).

2.3 Provinces

Article 28 invites the provinces and the City of Buenos Aires to adapt their legislation. The law is complementary to the Penal Code (art. 27), so it applies throughout the country. Which provinces have adopted their own procurement integrity rules is outside this source set (unconfirmed).

3. The offences covered and the penalties for individuals

The list in art. 1 is closed. The table shows each offence, what it punishes in short and the individual penalty in the Penal Code as consolidated on Infoleg (codigo_penal_texact).

Points some secondary summaries asked to verify:

• "Influence peddling" is covered only on the active side. Article 258 punishes whoever gives or offers to an influence peddler (art. 256 bis first paragraph). The peddler's own offence (art. 256 bis) is not on the list in art. 1. A company is therefore liable when someone acting for it pays a "fixer" to influence an official. It is not liable under this law for selling influence itself (unconfirmed).
• "False balance sheets" is covered only in the aggravated form. Ordinary false financial statements (art. 300(2)) are outside the law. Only falsification done to hide bribery (art. 300 bis) is covered.
• Gifts to officials "in consideration of office" (art. 259) are not listed in art. 1. Neither are money laundering, tax evasion, fraud against the public administration or private to private bribery. For money laundering, companies face separate penalties under Penal Code art. 304 (unconfirmed) and the UIF administrative regime (see AML and KYC).

4. How liability attaches to the company

4.1 The attribution rule (art. 2)

A company is liable for the listed offences committed "directly or indirectly, with its intervention or in its name, interest or benefit". It is also liable when the person who acted was a third party without authority to represent it, as long as the company ratified the conduct, "even tacitly". The only statutory escape on attribution is where the individual acted for their exclusive benefit without generating any benefit for the company.

4.2 Independence from the individual (arts. 4 and 6)

• A company can be convicted even if the individual cannot be identified or tried. This applies only where the circumstances show that the offence "could not have been committed without the tolerance of the organs" of the company (art. 6).
• Extinction of the action against the individuals, for example by death or a plea mechanism, does not extinguish the action against the company (art. 4, second paragraph). The company's action ends only by amnesty or prescription (art. 4; Penal Code art. 59(2) and (3)).

4.3 What is contested

The law does not say expressly whether a company is liable automatically for anything done "in its interest", which would be close to vicarious liability, or only where the offence reflects an organisational failure. Two provisions point towards organisational fault: art. 6 requires "tolerance of the organs" when no individual is identified, and art. 8 makes failure of supervision and breach of internal rules aggravating factors. Article 2 alone reads more broadly. We found no primary source (court ruling) settling this. Advisers should treat the issue as open (unconfirmed).

The OA Guidelines say expressly that they are a technical aid. They must not be used to widen criminal liability by extensive or analogical interpretation against the defendant. Whether a program exists and is adequate is "a question of fact and proof" in the criminal process (Res. 27/2018, Annex I, point 2).

5. Penalties and how they are graded

5.1 Penalty table (art. 7)

5.2 Grading factors (art. 8)

When fixing penalties the judge considers:

• breach of internal rules and procedures;
• the number and rank of officers, employees and collaborators involved;
• failure to supervise the authors and participants;
• the extent of the damage;
• the amount of money involved;
• the size, nature and economic capacity of the company;
• spontaneous self reporting resulting from the company's own detection or internal investigation;
• conduct after the offence and willingness to mitigate or repair the damage;
• recidivism, defined as a new offence within 3 years after a previous conviction became final.

Article 8 also excludes Penal Code art. 64 for companies. Article 64 lets an individual charged with an offence punishable only by fine end the case by voluntarily paying the minimum fine. A company cannot buy its way out by paying the minimum fine. Its negotiated route is the collaboration agreement (section 7).

5.3 Records

Convictions are registered with the National Recidivism Registry (art. 25). Disposition RNR 11/2018 created a digital "Register of Criminal Records of Legal Persons". Courts must send the company name, the legal representative's details, the public registry data, the CUIT, the domicile, previous convictions and the legal classification of the facts (arts. 1 and 2). Reports are issued only to those authorised by Law 22.117 art. 8 (recitals). Whether a private counterparty can obtain a certificate on a company is therefore limited (unconfirmed).

6. Full exemption for self reporting (art. 9)

A company is exempt from penalty and administrative liability only if all three conditions are met:

The OA Guidelines note that the law gives no exemption for problems discovered in acquisition due diligence and then reported. The OA nonetheless advocates "broad mitigating consideration" for such reports as spontaneous reporting or good later conduct under art. 8 (Res. 27/2018, Annex I, point 3.9).

7. Collaboration agreements (arts. 16 to 21)

7.1 The mechanism

7.2 What the agreement does and does not do

• The fine under art. 18(a) is half of the minimum of "2 times the benefit", so 1 times the benefit. It is not a reduction from the maximum.
• The law states that the sentence "must respect the conditions" of the agreement (art. 21). So the agreement does not avoid a sentence, and there is still a judgment. Whether that judgment is a "conviction" for recidivism and registry purposes is not addressed in the sources (unconfirmed).
• The agreement protects the company, not its people. Individuals have a separate regime, the "repentant defendant" of Law 27.304. Under it, sentences for listed offences, including Title XI chapter VI (bribery), can be reduced to the scale for attempt when the defendant provides precise, verifiable information (Penal Code art. 41 ter as replaced by Law 27.304 art. 1). The reduction does not apply to fines or disqualification (art. 41 ter, last paragraph). The individual agreement must be made before the case is sent to trial (Law 27.304 art. 3). Officials subject to impeachment cannot use it (art. 3).
• No official template, guideline or procedural protocol of the Ministerio Público Fiscal for corporate agreements is in this source set (unconfirmed).

8. Prescription, procedure and representation

Trap: the suspension in Penal Code art. 67 means that a bribe paid ten years ago to an official who is still in office may not be time barred for the company.

The federal criminal procedure is moving to an accusatory code (Law 27.063, CPPF) district by district. Article 28 still refers to the older code. How the two fit together in each district is outside the source set (unconfirmed).

9. Successor liability in M&A (art. 3)

9.1 The rule

• "In cases of transformation, merger, absorption, spin off or any other corporate modification, the liability of the legal person is transmitted to the resulting or absorbing legal person" (art. 3, first paragraph).
• Liability also subsists when the company "covertly or merely apparently continues its economic activity and the substantial identity of its customers, suppliers and employees, or of the most relevant part of all of them, is maintained" (art. 3, second paragraph). This is an anti avoidance rule against moving a business to a clean shell.

The OA Guidelines connect these cases to the General Companies Law 19.550: transformation (arts. 74 to 81), merger (arts. 82 to 87) and spin off (art. 88) (Res. 27/2018, Annex I, point 3.9). For corporate procedure, see Mergers and spin offs (unconfirmed).

9.2 What is not clear

• Share deals. A purchase of shares does not change the target's legal personality, so the target keeps its own liability under art. 2 without any need for art. 3. The buyer's economic exposure is therefore built in.
• Asset deals. Whether buying a business unit as a going concern (fondo de comercio) is a "corporate modification" under art. 3, first paragraph, is not stated. It can be caught by the second paragraph if customers, suppliers and employees substantially continue. This is a real risk for carve outs (unconfirmed).
• Pre 2018 conduct. The law applies to offences committed after it took effect. Penal Code art. 2 requires the most benign law, and the Constitution prohibits retroactive criminal law (unconfirmed). Conduct before about 1 March 2018 is outside Law 27.401. It can still give rise to individual liability, forfeiture and civil or administrative consequences.

9.3 Integrity due diligence checklist (built from art. 23.VII and OA point 3.9)

The OA expects a "broad and rigorous scrutiny", limited only by the resources available given the size of the acquirer. It has two goals: to find past offences the acquirer may "inherit" and to find "vulnerabilities" (point 3.9). A working checklist:

1. Map the target's interactions with the public sector: licences, permits, customs, tax inspections and contracts, with their size and approving authority.
2. Review public contracts and tenders, especially any above the art. 24 threshold, and check the target's RITE status and the sworn statements it filed.
3. Identify agents, intermediaries, "gestores" and consultants who deal with officials. Check their fees against the services they actually provide.
4. Test the accounts for payments without support, cash withdrawals and payments split under approval thresholds. The OA SME guide lists these as basic controls (Res. 36/2019, Annex).
5. Check the target against the World Bank and IDB debarment lists, which make bidders ineligible in federal procurement under Decree 5/2026.
6. Ask for the program documents: code, policies, training records, hotline log, investigation files.
7. Agree contractual protection: specific indemnities, escrow, conditions precedent and a cooperation covenant, in case a self report under art. 9 or an agreement under art. 16 becomes necessary after closing.
8. Plan the post closing integration of the target into the buyer's program. A program the target lacked before the facts cannot satisfy art. 9(b) for those facts.

10. The integrity program (arts. 22 and 23)

10.1 Definition and the adequacy test

Article 22 defines the program as "the set of actions, mechanisms and internal procedures for promoting integrity, supervision and control, aimed at preventing, detecting and correcting irregularities and unlawful acts" covered by the law. It must be proportionate to the risks of the activity, the size and the economic capacity of the company.

The OA turns this into three tests (Res. 27/2018, Annex I, point 2.2):

• Risk: the probability and impact of a covered offence. Higher risk calls for a more robust program and more frequent review. Prevention duties are "obligations of means, not of results".
• Size: a foundation, an SME, a large domestic company and a multinational are not held to the same effort. Relevant factors include internal complexity, number of workers and geographic spread.
• Economic capacity: more is expected of companies that can afford sophisticated programs. The OA suggests using net worth, turnover and results for, for example, the last three years as one parameter.

10.2 Elements: three mandatory, ten optional

The OA stresses that the three mandatory elements are a floor. Including them "does not by itself guarantee" adequacy. Elements labelled optional, such as third party due diligence for a company that uses intermediaries with officials, may be "imperative" even for small companies (point 2.3).

10.3 The OA six step method

The Guidelines (point 2.4) and the SME guide propose the same sequence:

1. Commitment: the board declares zero tolerance and commits to a program.
2. Assessment: initial risk assessment (point 2.5).
3. Definition or plan: risk appetite, objectives, components, actions; ideally a written plan approved by the board.
4. Implementation: funds, people, time and continuing support at the top.
5. Measurement and improvement: periodic review against objectives.
6. Communication: keep employees and relevant third parties informed.

10.4 RITE, the OA's registry

• Free and voluntary (Circular OA 4/2022).
• Access: a main user registers with the company's CUIT, validated through the tax agency's tools (AFIP, now ARCA). Authorised representatives can be added (RITE Rules, point 7.2.1).
• Sworn statement: on registration, the user signs a sworn statement on the truth and updating of the information (point 7.2.1(ii)).
• Classification: type of organisation, sector, income level and headcount, using the SME parameters of Sepyme Res. 23/2022. The result is micro and small, medium or large (point 7.2.2.a).
• Levels: level 1 (initial program), 2 (medium) and 3 (advanced), with progress shown in real time (point 7.2.3).
• Deadlines: if nothing is loaded for level 1, the company has 6 months. After that its report shows no program development activity (point 7.2.3). Information must be validated or updated annually in the month the administrator notifies, and failure to update moves the company back down the levels (points 8.4.1 and 8.4.2).
• What the OA checks: the administrator is not responsible for the truth of what users load and has no duty to review it (point 5.2). RITE is self declaration, not certification.

11. Public procurement: when a program is compulsory (art. 24)

11.1 The two cumulative conditions

An adequate program is a "necessary condition" to contract with the national State where the contract meets both of these conditions:

• (a) because of its amount, it must be approved by an authority of at least minister rank; and
• (b) it falls under art. 4 of Delegated Decree 1023/2001 (goods, services, public works and other contracts of the national administration), or is governed by Law 13.064 (public works), Law 17.520 (public works concessions), Law 27.328 (public private partnerships), or is a public service concession or licence (art. 24).

Decree 277/2018 art. 2 ties condition (a) to the Annex to art. 9 of Decree 1030/2016. Article 3 adds that the program must be proven "together with the rest of the documentation of the bid", in the form set by each contracting body, for procedures started after the law took effect. For public procurement procedure, see Public procurement (unconfirmed).

11.2 Thresholds in force

11.3 How to prove the program in a bid

The sworn statement form asks, with yes or no answers, whether the company: has an adequate program; built it on a prior risk assessment; has a code, public sector rules and periodic training; publishes the program on its website; and has any of the ten optional elements. Ticking "no" is "an express declaration that the program does not exist" (Decree 1169/2018, Annex III).

11.4 Debarment lists (Decree 5/2026)

From the procedures authorised or called 15 days after publication on 6 January 2026, bidders on the World Bank or IDB debarment lists are ineligible. This applies to listings for corrupt, fraudulent, collusive, coercive or obstructive practices, misappropriation or "any other cause" for listing, for as long as they stay listed. Contracting bodies must check the lists when evaluating bids (Decree 1030/2016 art. 68(i) and Decree 1169/2018 art. 5(i), both as replaced by Decree 5/2026). Before this change the ground was limited to OECD Convention bribery, which the lists do not identify (recitals).

12. Interaction with the FCPA, the UK Bribery Act and other foreign regimes

What the Argentine sources establish:

• Overlapping jurisdiction is expected. OECD Convention art. 4(3) says that where several parties have jurisdiction, they shall consult, at the request of one of them, to decide which is most appropriate (l25319_ocde). Law 27.401 gives Argentina jurisdiction over foreign bribery abroad by companies domiciled in Argentina, including through branches (Penal Code art. 1(3)). A multinational with Argentine operations may therefore face Argentine, home country and third country proceedings over the same facts.
• An Argentine agreement does not bind foreign authorities, and a foreign resolution does not appear in Law 27.401 as a ground to end the Argentine action. The only grounds are amnesty and prescription (art. 4). Whether an Argentine court would apply ne bis in idem to a foreign resolution is not addressed in the sources (unconfirmed).
• Confidentiality versus foreign disclosure. Disclosing what was negotiated with the Argentine prosecutor before approval can be an offence (art. 17). Global settlements need sequencing so that disclosures abroad do not breach art. 17 (unconfirmed).
• Program design. A group program built for foreign standards will usually cover the art. 23 elements. However, the art. 23(b) element must be specific to tenders and public sector interaction in Argentina, and training must reach directors, managers and employees of the Argentine entity (art. 23(c)). For federal bids, the Argentine entity needs its own RITE registration or sworn statement.

The content of the FCPA, the UK Bribery Act 2010 and other foreign laws (offences, defences, penalties, books and records rules, facilitation payments) is outside the permitted source set and is not described here.

COMPARISON: to be sourced by editor

13. Interaction with AML, tax and corporate rules

• Money laundering is not a Law 27.401 offence. Proceeds of bribery are, however, a typical predicate for laundering. Banks, notaries and accountants who are UIF reporting parties will treat a bribery investigation as a red flag. See AML and KYC for their KYC and reporting duties and the separate fines.
• Books and records. Because art. 300 bis is covered, falsifying financial statements to hide bribery is a separate source of corporate liability and of personal liability for directors and statutory auditors (prison 1 to 4 years; fine of 2 to 5 times the falsified value).
• Tax. Whether bribes or fines are deductible for income tax is outside this source set (unconfirmed).
• Registries. In case of default, the judge must notify the IGJ or local registry and ARCA (art. 14). A company in default should expect follow up from those agencies.

14. The "Cuadernos" case: what we could and could not verify

some secondary summaries asks for the outcomes of the "Cuadernos" case. This is the federal investigation into alleged payments by contractors to officials, named after notebooks of a driver that became evidence. No judgment, indictment or official prosecution document on this case is in the source set. None was downloadable from the permitted official domains (Infoleg, Boletín Oficial, argentina.gob.ar, SAIJ) (unconfirmed).

What can be said from the statutes alone:

• Conduct before Law 27.401 took effect (about 1 March 2018) cannot give rise to corporate criminal liability under that law (Penal Code art. 2; non retroactivity). Any company exposure for older facts runs through forfeiture against the beneficiary company (Penal Code art. 23, third paragraph), civil claims and procurement consequences, not Law 27.401 fines.
• Individuals in such cases can use the Law 27.304 regime. It reduces prison scales but not fines or disqualification (Penal Code art. 41 ter).
• Whether any company has been convicted, or has signed an approved collaboration agreement under arts. 16 to 21, in any case is not shown by any primary source we hold (unconfirmed).

We do not describe outcomes, amounts or names, because none could be traced to a primary source.

Step by step

15.1 Building a program (any company)

15.2 Bidding for a federal contract

1. Estimate the contract amount including extension options (Decree 1030/2016 art. 9) and convert it to módulos at ARS 40,000.
2. If it exceeds M 50,000 (tender) or M 30,000 (direct or abbreviated), an adequate program is compulsory (Law 27.401 art. 24).
3. Download the RITE report, or complete the Decree 1169/2018 Annex III sworn statement, and file it with the bid (Decree 277/2018 art. 3).
4. If you forgot, answer the request to cure under Decree 1030/2016 art. 67. The body must first check RITE (Circular OA 4/2022).
5. Check that the company, its parent and affiliates are not on World Bank or IDB debarment lists (Decree 5/2026).
6. For framework agreements, be ready to file the program before each large purchase order (Circular OA 1/2025).

15.3 When a problem is found

1. Preserve evidence and open an internal investigation that respects the rights of those investigated (art. 23.V).
2. Stop the conduct and any further payments.
3. Assess, with criminal counsel, the three art. 9 conditions: spontaneity, a program that existed before the facts, and return of the benefit.
4. If art. 9 is not available, assess a collaboration agreement before the summons to trial (arts. 16 to 21), and the cost of 1 times the benefit plus restitution and forfeiture.
5. Coordinate with foreign counsel if other jurisdictions are involved (section 12), without breaching art. 17 confidentiality.
6. Discipline those involved (art. 18(f)) and remediate the program (art. 18(g)).
7. Review procurement exposure, including suspension from tenders (art. 7(3)) and debarment lists.

Worked examples

Example 1: cost of a basic integrity program for a 50 employee company

Assumptions about the business (hypothetical). An SRL with 50 employees in one city distributes industrial supplies. About 20% of its sales go to provincial and municipal hospitals. It uses one customs broker and a few sales agents who visit public buyers. It is a "medium" company in RITE terms (unconfirmed).

Step 1: what the law requires. The three mandatory elements (art. 23(a) to (c)). The risk map also calls for third party due diligence (23.VI) because agents deal with officials, a reporting channel (23.III), a responsible officer (23.IX) and an annual review (23.VIII).

Step 2: sourced cost anchors.

• RITE registration: ARS 0 (Circular OA 4/2022: "inscripción gratuita y voluntaria").
• Minimum wage from 1 October 2026: ARS 391,200 a month for monthly workers, ARS 1,956 an hour for hourly workers (CNEPYSMVYM Res. 4/2026, art. 1(b); source). We use the hourly figure only as a floor for the time cost of training. Real salaries will be higher.

Step 3: hypothetical unit costs. These are not sourced market prices. They are placeholders to show the arithmetic and must be replaced with real quotes (unconfirmed):

• external adviser for risk assessment, code and policies: ARS 6,000,000 one off (US$ 3,836.56);
• integrity officer: 20% of an existing manager costing ARS 3,500,000 a month fully loaded (US$ 2,237.99), over 13 monthly salaries including the aguinaldo;
• external trainer: ARS 1,200,000 in year one (US$ 767.31) and ARS 600,000 a year after that (US$ 383.66);
• outsourced reporting channel: ARS 120,000 a month (US$ 76.73);
• third party screening: ARS 25,000 per check (US$ 15.99), 40 third parties;
• annual external review from year two: ARS 2,000,000 (US$ 1,278.85).

Step 4: year one (standard program).

That is about ARS 378,712 (US$ 242.16) per employee.

Step 5: each later year.

Step 6: lean alternative. The OA SME guide (Res. 36/2019) allows the owner to act as integrity officer where all workers have direct daily access. It allows an in house channel (open door policy or an anonymous box) and in house training using the free RITE toolbox. Year one would then be: adviser review of a code drafted from the OA model principles, ARS 1,500,000 (US$ 959.14), plus staff time ARS 195,600 (US$ 125.07), plus screening ARS 1,000,000 (US$ 639.43), for a total of ARS 2,695,600 (US$ 1,723.64). Whether this lean version would be "adequate" depends on the risk map. With agents visiting public buyers, third party due diligence cannot be dropped (OA point 2.3).

Step 7: fees, capital and months. * Fees: none payable to the OA or RITE. * Capital: none required. * Months: about 3 to 6 months from board resolution to a working program (unconfirmed). RITE level 1 must be loaded within 6 months of registration, and then updated every year (RITE Rules 7.2.3 and 8.4).

Comparison with Example 2. The standard year one cost of ARS 18.9 million is about one tenth of the minimum fine of ARS 200 million in Example 2 (200,000,000 ÷ 18,935,600 = 10.6).

Example 2: fine exposure for a bribe yielding an ARS 100 million benefit

Facts (hypothetical). In 2026 a sales manager of an Argentine SA pays ARS 10,000,000 (US$ 6,394.27) to a national official to win a contract. The undue benefit to the company is ARS 100,000,000 (US$ 63,942.71). We assume the benefit means the profit on the contract, which the law does not define (unconfirmed).

Step 1: corporate fine range (art. 7(1)).

Step 2: forfeiture (art. 10; Penal Code art. 23). On conviction, the product or profit of the offence that benefited the company is forfeited against it. If the forfeited amount is the same ARS 100,000,000 profit, the worst case cash outlay is 500,000,000 + 100,000,000 = ARS 600,000,000 (US$ 383,656.24), before legal costs. Whether forfeiture of profit and a fine measured by the same profit can be fully cumulated is not addressed in the sources (unconfirmed).

Step 3: non monetary penalties. Up to 10 years' suspension from public tenders (art. 7(3)) and publication of the judgment (art. 7(6)). For a company that lives on public contracts, the tender ban may cost more than the fine.

Step 4: paying in instalments (art. 8). If the judge accepts that a single payment would endanger the company or jobs, the fine can be spread over up to 5 years. On the minimum fine: 200,000,000 ÷ 60 months = ARS 3,333,333.33 a month (US$ 2,131.42). The law sets no interest or indexation rule (unconfirmed).

Step 5: collaboration agreement instead (art. 18).

Plus the optional conditions (repair, discipline, program improvement) and the obligation to provide useful evidence, which is verified within 1 year (art. 21).

Step 6: full exemption (art. 9). If the company detected the payment through its own program, which existed before the payment and had to be circumvented, reported it spontaneously, and returned the ARS 100,000,000, it pays no fine. Total outlay: ARS 100,000,000 (US$ 63,942.71), plus investigation costs.

Step 7: the individual. The manager faces prison of 1 to 6 years (Penal Code art. 258) and a personal fine of 2 to 5 times the bribe (art. 259 bis): 2 × 10,000,000 = ARS 20,000,000 (US$ 12,788.54) to 5 × 10,000,000 = ARS 50,000,000 (US$ 31,971.35). Under Law 27.304 the prison scale can be reduced to that of attempt, but the fine cannot (art. 41 ter, last paragraph).

Step 8: if the books were falsified. If a director approved financial statements that disguised the payment, art. 300 bis adds prison of 1 to 4 years for that director and a fine of 2 to 5 times the value falsified. If ARS 10,000,000 was booked as "consulting fees", that fine is ARS 20,000,000 to 50,000,000. The company becomes liable for a second covered offence (art. 1(e)) (unconfirmed).

Summary of the three corporate outcomes.

Example 3: does my federal contract require a program?

A company is bidding in a public tender for a three year IT services contract estimated at ARS 1,700,000,000, with a one year extension option worth ARS 600,000,000.

1. Amount to use: the total including options (Decree 1030/2016 art. 9) = 1,700,000,000 + 600,000,000 = ARS 2,300,000,000 (US$ 1,470,682.27).
2. In módulos: 2,300,000,000 ÷ 40,000 = M 57,500.
3. Threshold for tenders: above M 50,000, so minister level approval (Annex to art. 9, Decree 427/2026).
4. Result: a program is compulsory (Law 27.401 art. 24). File the RITE report or the sworn statement with the bid.

Without the option, the amount would be ARS 1,700,000,000 = M 42,500, below the threshold. The option changes the answer. If the same ARS 1,700,000,000 were awarded by direct award, the threshold would be M 30,000, so a program would be compulsory even without the option.

Practical traps

1. "Voluntary" is not "irrelevant". A program is optional under art. 22, but without one, art. 9 exemption is impossible. Large federal contracts are also off limits (art. 24).
2. A paper program does not count. The OA and the sworn statement form ask whether the program was built on a risk assessment. RITE does not certify anything. Adequacy is "a question of fact and proof" in court.
3. Ratification by silence. A company is liable for an unauthorised third party's acts if it ratifies them "even tacitly" (art. 2). Keeping a contract won through an agent's bribe, after learning of it, is a risk.
4. Prescription may not run. While any participant official stays in office, prescription is suspended for everyone (Penal Code art. 67).
5. Extension options count when computing the procurement threshold (Decree 1030/2016 art. 9).
6. The program must exist before the facts to support exemption (art. 9(b)). Do not wait for a problem.
7. The individual and the company may need different lawyers. Art. 15 requires the company to replace a representative with a conflict of interest. A manager who is also a suspect should not represent the company.
8. Collaboration agreements are fine plus restitution plus forfeiture, not a discount on the maximum. Budget at least 2 times the benefit in cash.
9. Successor liability survives clean shells. Moving staff, customers and suppliers to a new entity does not cut liability (art. 3, second paragraph).
10. Debarment lists now bite. A World Bank or IDB listing of an affiliate for any listed practice can make the bidder ineligible (Decree 5/2026) (unconfirmed).
11. RITE goes stale. Missing the annual update moves the company down the levels (RITE Rules 8.4.2). Contracting bodies may see a weaker profile.
12. Foreign bribery from Argentina. An Argentine subsidiary paying an official in a neighbouring country is liable in Argentina (Penal Code art. 1(3)).

Recent changes

The text of Law 27.401 itself has not changed since 2017 according to the Infoleg record held (unconfirmed).

Pending changes

• Definition of "undue benefit". No regulation exists. Courts must decide between profit, revenue, savings or contract value (unconfirmed).
• Prosecution guidelines for collaboration agreements. No MPF protocol is in the source set (unconfirmed).
• Reform of the Penal Code. Any draft new Penal Code or reform of Law 27.401 before Congress is outside the source set (unconfirmed).
• Módulo update. The Chief of Cabinet can change the módulo by administrative decision (Decree 1030/2016 art. 29). Check the current value before each bid (unconfirmed).
• Provincial regimes. Provinces may require programs for their own procurement (unconfirmed).
• Interaction with the accusatory procedure code (CPPF). Implementation is by district (unconfirmed).
• RITE second phase. The OA announced modules on gender, human rights and environment (Res. 25/2022 recitals) (unconfirmed).
• OA authority. The OA moved to Presidency level by Decree 54/2019 (Res. 25/2022 recitals). Decree 5/2026 refers to the OA "of the Ministry of Justice". Check the current structure before citing the issuing authority (unconfirmed).

FAQ

1. Is a compliance program mandatory in Argentina? Not in general. Article 22 says companies "may" adopt one, and the OA confirms it is "not legally mandatory" (Res. 27/2018 point 2.1). It becomes compulsory to bid for national contracts above the minister level threshold (art. 24). It is a condition of full exemption (art. 9) and can be imposed in a collaboration agreement (art. 18(g)).

2. Does Law 27.401 apply to a foreign company with no Argentine entity? It applies to any private legal person, domestic or foreign (art. 1), for offences committed in Argentina or whose effects occur there (Penal Code art. 1(1)). For bribery of officials abroad, it applies only to legal persons domiciled in Argentina, by bylaws or through establishments or branches (Penal Code art. 1(3)).

3. How is the fine calculated? 2 to 5 times the undue benefit "obtained or that could have been obtained" (art. 7(1)). The judge grades it with the factors in art. 8. The law does not define the benefit (unconfirmed).

4. Can the company be convicted if nobody is identified? Yes, if the circumstances show the offence could not have happened without the tolerance of the company's organs (art. 6).

5. What does a collaboration agreement cost? At least a fine of half the minimum (1 times the benefit), return of the proceeds and surrender of assets subject to forfeiture (art. 18). It must be signed before the summons to trial (art. 16) and approved by the judge (art. 19).

6. If negotiations fail, can the prosecutor use what we disclosed? No, with exceptions. The material must be returned or destroyed. The prosecutor can still use what it knew independently or could have obtained through a pre existing line of investigation (art. 20).

7. We are buying a company. Do we inherit its liability? In a merger, absorption, spin off or transformation, yes (art. 3). In a share purchase, the target remains liable itself. In an asset deal, liability can follow if the business continues with substantially the same customers, suppliers and employees (art. 3, second paragraph) (unconfirmed).

8. How long does the risk last? Six years from the offence (art. 5). That period is suspended while any participating official remains in office and is interrupted by key procedural acts (Penal Code art. 67).

9. How do we prove our program in a federal tender? File the RITE report or the sworn statement on the Decree 1169/2018 Annex III model with the bid. Omission is curable, and the body must first check RITE (Circular OA 4/2022).

10. Is RITE a certification? No. It is a free, voluntary self declaration platform. The OA does not verify the content (RITE Rules, point 5.2). A false sworn statement creates its own exposure (unconfirmed).

11. Does the law cover private to private bribery? No. The list in art. 1 covers offences involving public officials, plus false statements made to hide bribery of officials.

12. Are the individuals also liable? Yes. Liability of the company does not replace individual liability. Individuals face prison, personal fines of 2 to 5 times the bribe (Penal Code art. 259 bis) and disqualification. Their cooperation route is Law 27.304.

Primary sources

• Law 27.401 (BO 1 Dec 2017)
• Law 27.401, Infoleg record
• Norms complementing Law 27.401 (Infoleg)
• Decree 277/2018 (BO 6 Apr 2018)
• Res. 27/2018, Integrity Guidelines (BO 4 Oct 2018)
• Disposition RNR 11/2018 (BO 23 Nov 2018)
• Decree 1169/2018 (BO 26 Dec 2018)
• Res. OA 36/2019 (BO 12 Nov 2019)
• SME guide, Annex to Res. OA 36/2019
• Res. OA 25/2022, RITE (BO 16 Dec 2022)
• RITE Rules, Annex I to Res. OA 25/2022
• Circular OA 4/2022 and ONC General Communication 18/2022 (BO 29 Dec 2022)
• Circular OA 1/2025 and ONC General Communication 3/2025 (BO 18 Feb 2025)
• Decree 1030/2016, consolidated text
• Decree 5/2026 (BO 6 Jan 2026)
• Decree 427/2026 (BO 5 Jun 2026)
• Penal Code (Law 11.179, consolidated text)
• Law 27.304
• Law 25.319 (OECD Convention)
• Law 26.097 (UNCAC)
• Law 24.759 (Inter American Convention)

Related pages

• AML and KYC
• Mergers and spin offs
• Public procurement
• SRL
• SA and SAU
• Competition law and merger control in Argentina
• Consumer protection rules for companies selling in Argentina
• Personal data protection in Argentina: Law 25.326 compliance for businesses