Foreword
On August 25, 2026, the Anti-Cross-Border Corruption Law of the People’s Republic of China (Draft), submitted by the National Supervisory Commission, was presented to the 24th Session of the Standing Committee of the 14th National People’s Congress for its first deliberation, and was published on the NPC website for public comment from August 28 to September 26. The Draft contains six chapters and forty-seven articles — General Provisions, Responsibilities and Mechanisms, Case Handling and International Cooperation, Integrity Compliance, Legal Liability, and Supplementary Provisions — and is China’s first draft law dedicated specifically to cross-border corruption.
It should be noted that the Draft has only completed its first deliberation; its effective date is left blank, and the text may still be adjusted in subsequent deliberations. Its direction, however, is already clear: it turns the integrity compliance of enterprises engaged in cross-border business from policy advocacy into a statutory obligation, and for the first time builds countermeasure and blocking rules systematically into a dedicated anti-corruption statute. The former concerns every foreign-invested enterprise in China; the latter will directly affect the internal investigations of multinational groups. Based on the current text of the Draft, this article outlines its key points and highlights the main implications for cross-border investment.
I. Overview of the Draft and Overall Impact Assessment
This law has been long in the making. In 2011, Amendment VIII to the Criminal Law created the offense of bribing foreign public officials and officials of international public organizations; in 2014, the Central Anti-Corruption Coordination Group established the International Fugitive Repatriation and Asset Recovery Office; in September 2023, the Anti-Cross-Border Corruption Law was listed as a Category I project in the 14th NPC Standing Committee’s legislative plan; in July 2024, the Third Plenary Session of the 20th CPC Central Committee expressly called for the law to be enacted; in June 2025, the Ministry of Commerce issued the Guidelines on Overseas Integrity Compliance for Enterprises as a practical reference; and one year later, the Draft was submitted for deliberation. From policy guidance to legal obligation, the path is clear and consistent.
Taken as a whole, the Draft is not simply a “punitive” law. Article 5 states that anti-cross-border corruption work shall “maintain normal order in cross-border business and protect the lawful rights and interests of all types of business entities on an equal footing”, and Article 30 requires compliance systems to be commensurate with an enterprise’s scale, business scope, and revenue — reflecting a balance between business freedom and compliance cost. For foreign-invested enterprises in China, the Draft creates no new category of corruption — bribery is already prohibited by the Criminal Law — and the real change lies in two points: the compliance system itself becomes an object of regulation, and the cross-border flow of evidence is brought under state control. Understanding these two points is the starting point for assessing the Draft’s impact.
II. Scope of Application: Five Categories of Conduct and the Role of Foreign-Invested Enterprises
Article 3 of the Draft lists five categories of cross-border corruption:
- bribery of foreign public officials or officials of international public organizations by domestic parties, and the same conduct committed within China by foreign parties;
- bribery by foreign parties of Chinese public officials and their close associates, state organs, state-owned enterprises, public institutions, or people’s organizations, together with the associated receipt of bribes;
- other duty-related violations or crimes committed abroad by domestic parties;
- corruption of the same nature where the conduct occurs abroad but the result occurs within China; and
- suspects fleeing abroad or transferring corruption proceeds across borders.
The connecting factors for jurisdiction thus cover three dimensions — the subject, the place of the act and the place where the consequences occur — so that signing the contract abroad and paying abroad does not by itself exclude the application of Chinese law.
For European enterprises, the second category aforesaid may matter most in practice: Chinese state-owned enterprises are among the most important customers, suppliers, and partners of many foreign-invested enterprises, and any improper benefit arrangement in dealings with them may fall within the scope of both the Draft and the Criminal Law. As for the “role” of foreign-invested enterprises in China, Article 29 gives a clear answer — “enterprises engaged in cross-border business” include not only domestic enterprises with overseas branches, subsidiaries, or investment activities, but also branches and subsidiaries established in China by foreign enterprises. In other words, a Chinese subsidiary of a foreign company is brought within the obligated parties under Chapter IV by virtue of its foreign ownership, even if it has no overseas investment of its own.
III. Integrity Compliance Obligations Made Statutory
Chapter IV “Integrity and Compliance” is the part with the most direct impact on enterprises.
Articles 30 to 34 under Chapter IV require enterprises to:
- establish an integrity compliance management system commensurate with their scale, running through decision-making, execution, and supervision;
- conduct integrity risk identification and assessment, improve internal whistleblowing mechanisms, and report suspected cross-border corruption to the supervisory, public security, or other competent authorities in accordance with law;
- establish sound financial and accounting systems and refrain from using accounting means to commit, disguise, or conceal corruption;
- conduct due diligence on and supervise engaged third parties; and
- strengthen employee integrity education.
These obligations will be familiar to European enterprises that already operate global compliance systems, but the Draft’s provisions under the “Legal Liability” chapter gives them “teeth”: According to Article 45 under Chapter 5 “Legal Liability”, an enterprise failing to perform its integrity compliance obligations shall be ordered to rectify within a time limit, and if it refuses, may be ordered to suspend the relevant business, cease operations for rectification, or have the relevant business license revoked. This liability does not require corruption to have actually occurred; what is examined is whether the compliance system genuinely operates — whether group policies are implemented in the Chinese subsidiary, and whether local records of training, due diligence, and audits exist, will be decisive.
IV. Counter-Measures and Blocking: A New Variable in Multinational Internal Investigations
Article 6 of the Draft provides that where a foreign state, under the pretext of anti-corruption or through improper extraterritorial application of its own laws, takes discriminatory restrictions or other improper measures against Chinese citizens or enterprises, China is entitled to adopt counter-measures and blocking measures under the Anti-Foreign Sanctions Law and related provisions. Article 26, paragraph 2 of the Draft further establishes two-way blocking: without the consent of the competent Chinese authorities, foreign institutions, organizations, and individuals may not, directly or through others, conduct enforcement activities such as anti-cross-border corruption investigations within China; and institutions, organizations, and individuals within China may not provide evidentiary materials or other related assistance to foreign parties. This is consistent with existing provisions in Article 4 of the International Criminal Judicial Assistance Law, Article 36 of the Data Security Law, and Article 177 of the Securities Law, but appears for the first time in a dedicated anti-corruption statute.
On its wording, Article 26 above targets investigations of an enforcement nature; compliance investigations an enterprise conducts on its own for internal governance purposes are in principle not covered. The boundary, however, is not black and white: if an internal investigation is launched in response to a foreign regulator’s inquiry, maintains communication with that regulator during its course, or is intended to be voluntarily disclosed afterwards, then headquarters retrieving Chinese employees’ emails and financial records, or arranging for overseas counsel to interview Chinese employees, may all touch the blocking provision.
However, the Draft has yet to specify the “relevant authorities” empowered to approve investigation and enforcement activities against cross-border corruption conducted by foreign entities within China, nor has it defined the procedures for applying for such approval. This will be the most noteworthy content in the future supporting rules.
V. Legal Liability: Multiple Forms of Liability in Parallel
Articles 35 to 40 of the Draft construct a liability system in which criminal liability, administrative penalties, disciplinary sanctions for public officials, civil liability, credit records, professional restrictions, and the recovery of illegal gains coexist; Article 36 further provides that where an entity is subject to administrative penalties, the directly responsible managers and other directly responsible personnel shall be penalized as well. Article 42 lists aggravating circumstances, including repeated offenses, reoffending after being held liable, refusal to return illegal gains, and serious harm; Article 43 lists mitigating circumstances, namely voluntary surrender, active cooperation, proactive restitution, and reporting others.
For Italian enterprises, one point deserves particular attention: Article 43 of the Draft does not list “establishing an effective compliance system” as a ground for leniency. This differs markedly from the logic of Italian Legislative Decree No. 231/2001, under which an effectively operating organizational model can exempt the entity from liability; within the Draft’s framework, the value of a compliance system lies in prevention, timely detection, and cooperation with investigations, rather than serving as an “insurance policy” directly redeemable for reduced penalties. Meanwhile, Article 8 establishes a working mechanism led by the National Supervisory Commission with more than ten participating departments, and Articles 13 to 15 require the anti-money-laundering, audit, tax, and other authorities to transfer leads and to use big data and artificial intelligence for risk identification — corruption leads will increasingly be detected through cross-verification of multi-source data rather than a single tip-off.
Conclusion
Overall, the signal sent by the Draft is unmistakable: cross-border integrity compliance is being transformed from an internal governance requirement into a legal obligation with external binding force, and China’s anti-corruption governance now formally extends to cross-border scenarios. For foreign-invested enterprises in China, this means global compliance systems must genuinely land in their China operations, and cross-border internal investigations must have the boundaries of evidence transfer and investigative cooperation reassessed under Chinese law; for Chinese enterprises planning to invest in Europe, the Draft overlaps with host-country law, so that overseas operations are no longer a lightly regulated zone.
The Draft still has further deliberations ahead, and its effective date remains to be determined. Cross-border investors are advised to use this time to complete four tasks: conduct a gap analysis of the Chinese subsidiary’s compliance policies, whistleblowing channels, and third-party management mechanisms against the obligations in Chapter IV, and systematically retain local implementation records; map internal investigation workflows involving interviews of Chinese employees, retrieval of electronic data, and outbound transfer of financial records, with clear approval paths and decision-making authority; revisit cooperation agreements with distributors, agents, and other third parties to strengthen anti-bribery clauses and audit rights; and keep tracking the deliberation of the Draft and its implementing rules. The rules are taking shape, and enterprises that prepare in advance may find it easier to meet the new law with composure when it takes effect.
