Implementation Outlook
The deadline for transposing Directive (EU) 2026/1021 on combatting corruption into the national laws of the Member States is 1 June 2028 (and 1 June 2029 for obligations relating to national anti-corruption strategies and sectoral risk assessments).
Although the deadline may still appear distant, companies should already begin preparing for a considerably stricter corporate liability regime, higher financial penalties and enhanced expectations concerning compliance programs. For the first time, the Directive establishes a common European criminal-law framework in the field of corruption.
Overview of Key Requirements
Harmonisation of criminal offences |
Uniform definitions of bribery in the public and private sectors, misappropriation, trading in influence, unlawful exercise of public functions, obstruction of justice and enrichment from corruption offences. |
Liability of legal persons |
A company is liable where an offence is committed for its benefit by a person holding a leading position, or where an offence by a subordinate was made possible by a lack of supervision or control by management. |
Financial penalties for legal persons |
At least 5% of total worldwide annual turnover or EUR 40 million for bribery and misappropriation; at least 3% of turnover or EUR 24 million for trading in influence, obstruction of justice and enrichment from corruption offences. |
Additional sanctions |
Exclusion from public procurement and subsidies, withdrawal of permits, disqualification from carrying on business activities, judicial supervision, annulment of contracts, publication of the judgment and, in extreme cases, winding-up of the legal person. |
Penalties for individuals |
Maximum terms of imprisonment ranging from three to five years, with at least four years for the most serious offences. |
Compliance programs as a mitigating circumstance |
Effective and genuinely implemented internal control, ethics and compliance programs, together with prompt voluntary disclosure of an infringement to the competent authorities, may mitigate sanctions; merely cosmetic or “window-dressing” programs will not suffice. |
Limitation periods |
The Directive lays down minimum limitation periods for prosecution of at least five or eight years, depending on the seriousness of the offence. |
Extraterritorial jurisdiction |
Member States may establish jurisdiction over offences committed outside their territory where they are committed for the benefit of a legal person established in that Member State or connected with business activities carried out in its territory. |
Protection of reporting persons |
The framework under Directive (EU) 2019/1937 applies to the reporting of corruption and the protection of whistleblowers. |
Slovenia – Current Status and Implementation Outlook
Legislative status: no proposal for an umbrella transposition act has yet been published
To date, Slovenia has not published a legislative proposal substantively transposing Directive (EU) 2026/1021 into its national law.
In April 2026, the Commission for the Prevention of Corruption submitted proposals to the National Assembly aimed at improving the system. Among other matters, it stressed the need to implement the Directive as soon as possible and proposed amendments to the Integrity and Prevention of Corruption Act, including regulation of proceedings before the Commission, priority treatment of cases before the courts, rules on incompatibility of functions and lobbying, and higher fines.
What Can Companies Do Today?
Even though the national legislation has not yet been adopted, companies are advised to:
- review and, where necessary, update or develop internal control, ethics and compliance programs, as these may constitute a mitigating circumstance in the event of sanctions;
- establish or strengthen reporting channels in accordance with Directive (EU) 2019/1937 and the Slovenian Reporting Persons Protection Act;
- assess corruption risks in their own activities and among business partners, particularly in dealings with the public sector;
- review internal investigation procedures and responses to suspected corruption, including the possibility of prompt voluntary disclosure to the competent authorities;
- when operating in several Member States, take account of the broader extraterritorial jurisdiction that the Directive permits Member States to establish; and
- monitor the progress of national legislation.
Timely preparation can significantly reduce organizational and legal risks once the national framework transposing the Directive is finally adopted.
Key Facts
Directive |
DIRECTIVE (EU) 2026/1021 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 29 April 2026 on combatting 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 |
Date of adoption |
29 April 2026 (European Parliament and Council) |
Objective |
A common European criminal-law framework for combatting corruption, harmonization of criminal offences and sanctions, and strengthened prevention and integrity. |
General transposition deadline |
1 June 2028 |
Extended deadline for national strategies and risk assessments |
1 June 2029 |
Status in Slovenia |
No legislative proposal has yet been published. |
Expected impact |
Liability of legal persons, higher financial penalties, compliance programs, whistleblower protection and extraterritorial jurisdiction. |
How Can We Help?
The new EU Anti-Corruption Directive introduces new obligations for companies while also providing an opportunity to review, update and strengthen existing compliance and internal control programs. If you would like to assess the impact of the forthcoming legislation on your business, review existing policies and procedures, or prepare for the new requirements concerning corporate liability and transparency, our team will be pleased to assist.
