Corporate Criminal Liability and the Veil of Incorporation: Reassessing Individual Responsibility

Abstract

Background: The corporation is the dominant vehicle of economic activity, yet criminal law was built around individual human wrongdoers. The doctrine of separate legal personality, which makes incorporation so useful, also creates a structural opportunity for responsibility to dissolve between the entity and the people who direct it. Objective: This paper examines how contemporary legal systems attribute criminal responsibility to corporations and whether those systems adequately preserve the accountability of the natural persons behind the veil. Methods: A doctrinal and comparative narrative review was conducted, with reporting organised around the transparency principles of PRISMA-ScR. Primary authorities (judgments and statutes) and secondary scholarship published in or before 2024 from England and Wales, the United States, India, Australia, Canada, France, Italy and Germany were analysed through five attribution models. Results: Identification-based attribution systematically favours large, decentralised firms; vicarious liability expands entity liability but does not by itself generate individual liability; culture-based and failure-to-prevent models improve organisational accountability while leaving a persistent “responsibility gap” for individuals. Negotiated resolutions further weaken individual prosecution. Conclusion: Entity liability and individual liability should be designed as complementary, mutually reinforcing pillars. The paper proposes a four-part framework: functional attribution, a duty-based senior-officer standard, conditional corporate leniency tied to individual disclosure, and transparent reporting of individual outcomes.