Corporate Governance

Integrity program (Law 27,401)

Your company needs to implement or review an integrity program to prevent crimes, comply with Law 27,401 and be eligible to contract with the State.

In one line

This page addresses the integrity program required under Law 27,401 on corporate criminal liability. It does not address directors' individual duties or the audit committee, which are addressed on other pages in this section.

First steps

Carry out a risk analysis specific to the company's activity.
Approve a code of ethics or conduct.
Define rules and procedures for interactions with the public sector.
Implement periodic training on the program.
Establish whistleblowing channels and whistleblower protection policies.
Appoint an internal officer and provide for periodic review of the program.

What Law 27,401 requires

Law 27,401 established the criminal liability of legal entities for certain offenses against public administration and for transnational bribery. It provides that companies may implement integrity programs as a set of actions to prevent, detect and correct such conduct.

The program is not mandatory as a general rule, but it is required to contract with the national government in certain cases and may serve as a mitigating factor or exempt liability where an adequate program existed. Its content must relate to the risks specific to the activity, the size and the economic capacity of the company.

Elements of an adequate program

The law lists mandatory elements and other optional ones. The mandatory ones include a code of ethics or conduct, rules and procedures to prevent unlawful conduct in interactions with the public sector, and periodic training on the program.

Among the elements the law considers advisable are periodic risk analysis, visible support from senior management, internal whistleblowing channels, whistleblower protection policies, internal investigations, due diligence on third parties, and an internal officer in charge of the program.

Implementation and monitoring

An effective program is not just a document: it requires real implementation, training, monitoring and periodic updating as risks evolve. Evidence of its actual operation is what allows it to be invoked in the event of an investigation.

We assist with the tailored design of the program, its coordination with corporate governance, and the periodic review of its adequacy.

Common mistakes

Adopting a generic program without analyzing the company's actual risks.
Approving the program as a formal document without implementing it or providing training.
Omitting whistleblowing channels and whistleblower protection mechanisms.
Failing to review or update the program when the activity or risks change.
Neglecting due diligence on third parties and intermediaries.

Frequently asked questions

Is the integrity program mandatory?

Not as a general rule. However, it is required to contract with the national government in certain cases and may serve as a mitigating factor or exempt liability under Law 27,401.

What elements must the program have?

Law 27,401 requires at least a code of ethics, rules to prevent unlawful conduct in relations with the public sector, and periodic training, and recommends others such as whistleblowing channels and risk analysis.

Does a program prevent the company's criminal liability?

It does not prevent it automatically, but an adequate program that is effectively implemented may serve as a mitigating factor or exempt liability depending on the circumstances of the case.

Does the same program work for any company?

No. The program must be tailored to the risks, size and economic capacity of each company to be considered appropriate.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Implement a tailored integrity program

We design and review integrity programs in accordance with Law 27,401. Contact us to assess your company's risks.

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