EU Anti‑Corruption Directive 2026, What French Companies Must Do Now

On 26 March 2026, the European Parliament gave final approval to the EU Anti‑Corruption Directive, creating the first comprehensive, EU‑wide criminal‑law framework for combating bribery, trading in influence, obstruction of justice and illicit enrichment. For companies headquartered or operating in France, the Directive triggers a mandatory compliance recalibration: Member States have 24 months to transpose most provisions into national law and 36 months to adopt national anti‑corruption strategies and sectoral risk assessments. Because France already operates a mature but distinct anti‑corruption regime under Sapin II, the practical challenge is not starting from zero, it is closing the gap between existing obligations and the new EU minimum standard before transposition deadlines arrive.

This guide sets out exactly what general counsel, compliance officers and CFOs at French companies need to do now to prepare for the EU anti-corruption directive France transposition.

What the EU Anti‑Corruption Directive Changes for French Companies

The Directive replaces a patchwork of EU instruments with a single, binding framework that harmonises criminal definitions and raises the enforcement floor across all 27 Member States. For French companies already managing Sapin II programmes, the changes are incremental in some areas and transformative in others.

Key obligations at a glance:

• Harmonised criminal offences. Bribery of domestic and foreign public officials, trading in influence, misappropriation, obstruction of justice and illicit enrichment are defined at EU level for the first time. France must ensure its Penal Code covers every defined offence, without exception or narrower scope.
• Corporate criminal liability. The Directive requires every Member State to hold legal persons criminally liable for covered offences committed on their behalf or for their benefit. France already has corporate criminal liability provisions, but the Directive mandates specific due‑diligence defences and supervisory‑failure triggers that may require legislative adjustment.
• Strengthened sanctions. The Directive introduces turnover‑based fines for corporate entities and requires penalties that are “effective, proportionate and dissuasive.” Industry observers expect Member States to set maximum fines calibrated to a percentage of global annual turnover.
• Prevention obligations. Companies face enhanced expectations around internal controls, third‑party due diligence, whistleblowing channels and training, closely mirroring, but potentially exceeding, the existing Sapin II Article 17 compliance framework.
• Cross‑border coordination. New cooperation obligations between national prosecuting authorities and EU‑level bodies aim to reduce enforcement arbitrage between jurisdictions.

Timeline and Transposition Obligations France Must Meet

Entry into Force and Effective Dates

EU directives typically enter into force 20 days after publication in the Official Journal of the European Union. Following the European Parliament’s adoption on 26 March 2026 and the Council’s formal adoption on 21 April 2026, the Directive is expected to enter into force in spring 2026. From that date, the transposition clock starts running.

The 24‑Month and 36‑Month Windows

Most provisions, including harmonised offence definitions, corporate liability rules and sanctions, must be transposed within 24 months of entry into force. This places the likely deadline for primary legislative action at approximately April 2028. A separate 36‑month window applies to the establishment of national anti‑corruption strategies and risk assessments, pushing that deadline to approximately April 2029.

For French compliance teams, the practical implication is clear: the 24‑month window is the binding constraint. French rulemakers will need to draft and pass implementing legislation, likely through amendments to the Code Pénal, the Code de Procédure Pénale and potentially Sapin II itself, within that timeframe. Companies should not wait for the French implementing text. Gap analysis, policy updates and governance changes should begin immediately.

How the EU Anti‑Corruption Directive France Framework Sits with Sapin II and the AFA

Overlap with Sapin II and Article 17

France’s Sapin II law, enacted in 2016, already requires companies meeting specific thresholds, at least 500 employees and €100 million in consolidated turnover, to implement eight mandatory anti‑corruption compliance measures. These include a risk map, a code of conduct, internal whistleblowing procedures, third‑party due diligence, accounting controls, training, a disciplinary regime and an internal monitoring and evaluation system. The Agence Française Anticorruption (AFA) oversees compliance and has the power to conduct audits and issue sanctions.

The EU Directive does not replace Sapin II. Instead, it establishes a minimum EU‑wide standard that France must meet or exceed. In many respects, France’s existing framework already meets or surpasses the Directive’s prevention expectations. However, the Directive introduces specific requirements, particularly around harmonised offence definitions and corporate liability mechanisms, that may require French law to be amended.

AFA Audits and Enforcement: What Changes

The AFA’s remit as France’s national anti‑corruption authority is expected to remain intact and may even be strengthened. Industry observers expect the transposition process to clarify the AFA’s role in relation to new EU‑level coordination requirements and to expand its guidance mandate. Companies already subject to AFA audits should anticipate updated guidance notes and revised audit benchmarks reflecting the Directive’s requirements. The Sapin II update that transposition will bring is likely to recalibrate expectations for risk mapping, third‑party due diligence and internal investigation protocols.

A Note for Non‑Sapin II Companies

Companies that currently fall below the Sapin II thresholds, those with fewer than 500 employees or under €100 million in turnover, should pay particular attention. The Directive’s corporate liability provisions apply regardless of company size. While France may retain its existing Article 17 thresholds for the full Sapin II compliance programme, the new criminal definitions and liability triggers will apply to all legal persons. Smaller companies exposed to corruption risk, particularly those operating internationally, in high‑risk sectors or as suppliers to larger groups, should begin implementing proportionate anti‑corruption controls now, even if they are not formally subject to Sapin II.

Corporate Criminal Liability France: Sanctions and What Counsel Must Model

Harmonised Offence Definitions

The Directive harmonises the definitions of bribery (active and passive, public and private sector), trading in influence, obstruction of justice, misappropriation and illicit enrichment across all EU Member States. For France, the practical consequence is a detailed comparison exercise: counsel must map each Directive definition against the corresponding provisions of the French Penal Code and identify any gaps in scope, intent requirements or aggravating factors.

Sanctions: Turnover‑Based Fines and Beyond

The Directive requires Member States to impose penalties that are “effective, proportionate and dissuasive.” For corporate entities, this includes turnover‑based fines, a significant development that aligns the anti‑corruption sanctions regime more closely with EU competition law. Legal commentary from major firms indicates that the Directive contemplates maximum fines calculated as a percentage of global annual turnover, although the exact percentages will be set by each Member State during transposition.

Beyond financial penalties, the Directive also requires Member States to provide for supplementary sanctions including exclusion from public procurement, withdrawal of permits and licences, judicial supervision and, in the most serious cases, judicial winding‑up. The reputational consequences of a corporate conviction under these harmonised rules should not be underestimated.

Enforcement and Remediation in France, CJIP, PNF and AFA Roles

The CJIP: France’s Deferred Prosecution Agreement

The Convention Judiciaire d’Intérêt Public (CJIP) is France’s functional equivalent of a deferred prosecution agreement (DPA). Introduced by Sapin II and available for corruption, tax fraud and environmental offences, the CJIP allows companies to negotiate a resolution with the Parquet National Financier (PNF), France’s specialist financial prosecutor, without a formal conviction. A CJIP typically involves a financial penalty, a compliance undertaking monitored by the AFA, and publication of the agreement.

The CJIP has become a central feature of French anti‑corruption enforcement. The early indications suggest that the Directive’s emphasis on corporate accountability and cooperation incentives will reinforce, rather than replace, the CJIP framework. Companies facing investigation should preserve the option of a CJIP negotiation by cooperating early, preserving evidence and demonstrating genuine remediation.

How French Prosecutors May Coordinate with EU Authorities

The Directive introduces enhanced cross‑border cooperation obligations. The likely practical effect will be closer coordination between the PNF and counterpart authorities in other Member States, facilitated by Eurojust and potentially by the European Public Prosecutor’s Office (EPPO) where EU financial interests are involved. For French companies under investigation in multiple jurisdictions, this means that enforcement actions may be coordinated more efficiently, reducing the scope for jurisdictional arbitrage but also increasing the risk of parallel proceedings.

Enforcement flow (simplified):

1. Detection, Whistleblower report, AFA audit finding, media report or foreign authority referral.
2. Preliminary inquiry, PNF opens investigation; company may self‑report and cooperate.
3. Negotiation, If eligible, company and PNF negotiate CJIP terms (penalty, compliance programme, monitoring).
4. Validation, CJIP validated by a judge in a public hearing; if rejected, case proceeds to trial.
5. Monitoring, AFA monitors compliance programme implementation (typically 2–3 years).
6. Closure, Successful completion closes proceedings; failure triggers potential prosecution.

Anti‑Bribery Compliance Checklist: 12 Practical Steps for French Companies

This anti‑corruption compliance France checklist translates the Directive’s requirements into actionable steps with clear ownership, timelines and deliverables. Companies should adapt each item to their specific risk profile and existing Sapin II maturity.

1. Board and management risk briefing. Owner: General Counsel. Timeline: 30 days. Deliverable: Board presentation summarising Directive obligations, transposition timeline and budget implications. Sample resolution: “The Board acknowledges the adoption of the EU Anti‑Corruption Directive on 26 March 2026 and instructs the General Counsel to conduct a gap assessment and present a remediation plan within 90 days.”
2. Gap assessment vs. Directive and Sapin II. Owner: Compliance Officer + external counsel. Timeline: 60 days. Deliverable: Written gap analysis mapping each Directive requirement against current policies, with traffic‑light risk rating.
3. Policy and code of conduct updates. Owner: Compliance Officer. Timeline: 90 days. Deliverable: Revised anti‑corruption policy, code of conduct and supporting procedures addressing new offence definitions and corporate liability triggers.
4. Third‑party due diligence programme. Owner: Procurement / Compliance. Timeline: 90 days. Deliverable: Updated due diligence questionnaire for agents, intermediaries, JV partners and key suppliers; risk‑tiering protocol.
5. Gifts and hospitality controls. Owner: Compliance Officer. Timeline: 90 days. Deliverable: Revised thresholds, pre‑approval processes and gift register aligned with Directive expectations.
6. Anti‑corruption contract clauses. Owner: Legal department. Timeline: 90 days. Deliverable: Updated template clauses for vendor, agent and JV agreements (see templates below).
7. Whistleblowing channel review. Owner: Compliance / HR. Timeline: 90 days. Deliverable: Audit of existing channels against EU Whistleblower Directive and new anti‑corruption requirements; documented independence and confidentiality safeguards.
8. Internal investigations protocol. Owner: General Counsel. Timeline: 120 days. Deliverable: Formal investigation protocol covering evidence preservation, data handling, privilege management, document‑hold procedures and coordination with external counsel.
9. Remediation playbook. Owner: General Counsel + Compliance. Timeline: 120 days. Deliverable: Pre‑drafted remediation plan template covering cooperation with PNF/AFA, CJIP readiness and voluntary disclosure procedures.
10. Training and attestation programme. Owner: Compliance / HR. Timeline: 180 days. Deliverable: Role‑specific anti‑corruption training modules; annual attestation by all employees in exposed functions; records of completion.
11. Monitoring and audit plan. Owner: Internal Audit / Compliance. Timeline: 180 days. Deliverable: Annual compliance monitoring schedule including scenario testing, transaction sampling and controls‑effectiveness review.
12. Reporting to authorities and recordkeeping. Owner: General Counsel. Timeline: ongoing. Deliverable: Documented process for self‑reporting to PNF/AFA; secure records retention policy compliant with French data‑protection rules and Directive requirements.

Internal Investigations and In‑House Counsel Privilege France

Privilege Limits and Best Practice

France has historically offered limited legal privilege to in‑house counsel compared to common‑law jurisdictions. Communications between in‑house lawyers and their employer are not automatically protected from seizure by prosecutors. Developments in early 2026 have expanded the scope of in-house counsel privilege France to a degree, but the protection remains narrower than that enjoyed by external avocats under French law.

For companies conducting internal investigations in anticipation of the Directive’s transposition, this creates a practical challenge. Sensitive investigation reports, interview notes and legal memoranda prepared by in‑house counsel may be accessible to prosecutors. Best practice is to engage external counsel, admitted to a French bar, to direct the investigation and hold privileged communications. In‑house teams should coordinate closely with external counsel and avoid creating unnecessary written records outside the privileged relationship.

Evidence Preservation, Data Handling and CJIP Strategy

Companies expecting or facing investigation should immediately implement document‑hold procedures covering electronic communications, financial records and compliance files. Data handling must comply with the GDPR and France’s implementation of the EU Whistleblower Directive, including protections for whistleblowers and restrictions on the processing of personal data obtained during investigations.

Cooperation with the AFA and PNF should be strategic: early and proactive engagement improves CJIP France negotiation prospects, but companies must balance openness with the protection of privileged materials and individual employee rights. A pre‑agreed escalation and cooperation protocol, prepared before any investigation begins, is now an essential element of any anti‑corruption compliance programme.

Templates and Sample Clauses for French Compliance Teams

The following templates are intended as starting points. Each should be reviewed and adapted by qualified French counsel before use. Companies are encouraged to download editable versions for internal customisation.

Template 1: Board Resolution, Anti‑Corruption Compliance Programme

“RESOLVED, that the Board of Directors of [Company Name], having been briefed on the adoption of the EU Anti‑Corruption Directive on 26 March 2026 and its implications for the Company’s operations in France and other EU Member States, hereby instructs the General Counsel and Chief Compliance Officer to: (a) complete a gap assessment of the Company’s existing anti‑corruption compliance programme against the Directive’s requirements within 90 days; (b) present a remediation plan, including budget and resource requirements, for Board approval within 120 days; and (c) report quarterly on transposition developments and implementation progress.”

Template 2: Vendor Anti‑Bribery Clause

“The Supplier represents and warrants that it has not and shall not, directly or indirectly, offer, promise, give or authorise the giving of any financial or other advantage to any public official or private party for the purpose of influencing any act or decision in connection with this Agreement. The Supplier shall maintain adequate procedures to prevent bribery and corruption, consistent with applicable law including [Sapin II / the EU Anti‑Corruption Directive as transposed into French law]. The Supplier shall promptly notify [Company Name] of any suspected or actual breach of this clause and shall cooperate fully with any investigation. Breach of this clause shall constitute a material breach entitling [Company Name] to terminate this Agreement immediately.”

Template 3: Vendor Due Diligence Checklist (Summary)

• Identity verification. Confirm legal name, registration number, beneficial ownership structure and key personnel.
• Sanctions and PEP screening. Screen against EU, UN and French sanctions lists; check for politically exposed persons in ownership or management.
• Anti‑corruption compliance. Request evidence of anti‑corruption policy, code of conduct and training programme.
• Adverse media and litigation check. Search for adverse media coverage, pending litigation or regulatory action related to bribery, fraud or corruption.
• Country and sector risk assessment. Evaluate the vendor’s operating jurisdictions against Transparency International Corruption Perceptions Index and sector‑specific risk indicators.
• Ongoing monitoring. Define frequency of re‑screening (annually for high‑risk; every two years for standard risk) and document results.

Conclusion: Three Immediate Priorities for Anti‑Corruption Compliance France

The EU anti-corruption directive France transposition is not a distant regulatory exercise, it is an active compliance obligation that demands action now. The three immediate priorities for every French company are clear:

1. Board briefing. Ensure the board of directors is formally briefed on the Directive’s adoption, the transposition timeline and the company’s current compliance posture. Pass a resolution assigning ownership and resources.
2. Gap assessment. Commission a thorough gap analysis comparing the company’s existing anti‑corruption programme (whether built on Sapin II or not) against every obligation in the Directive. Prioritise gaps in offence definitions, corporate liability triggers and sanctions exposure.
3. 90‑day remediation plan. Within 90 days of board approval, deliver updated policies, refreshed third‑party due diligence, a reviewed whistleblowing channel and an internal investigation protocol that preserves CJIP negotiation readiness.

Companies that act early will be best positioned, both to avoid corporate criminal liability under the transposed law and to negotiate favourable outcomes should enforcement action arise. For specialist guidance on anti-corruption compliance France, the EU anti-corruption directive France or related white‑collar crime matters, consult an experienced French practitioner through the Global Law Experts lawyer directory.

Last updated: 14 May 2026

Sources

1. European Parliament, Parliament greenlights EU anti‑corruption rules (press release)
2. Council of the EU, Council adopts new EU‑wide law to combat corruption (press release)
3. EUR‑Lex / Better Regulation, COM(2023)0234 Directive proposal
4. Agence Française Anticorruption (AFA), About the Agency
5. French Ministry of Justice, CJIP resources
6. Baker McKenzie, EU Anti‑Corruption Directive enters into force
7. Wolf Theiss, The EU’s new Anti‑Corruption Directive: key changes and transposition implications
8. Transparency International EU, EU finalises Anti‑Corruption Directive (reaction)