When a partner keeps collections, diverts transfers or uses the company account as a personal wallet, the first reaction is often “it’s fraud”. Sometimes it is; sometimes misappropriation or disloyal administration fits better; sometimes the first move is commercial to freeze the company and the books. In Madrid we see cases where mixing routes without order destroys positions. This analysis maps the path before complaining or suing.
What happened in practice
Repeated patterns: client payments to personal accounts, fake invoices, cash withdrawals, shell companies or opaque capital increases. Each needs different proof.
There are also legitimate disputes over the shareholders’ pact: dividends, poorly documented drawings, or debatable majority decisions. Not everything is a crime.
Separating personal from corporate matters. Money you gave “to the partner” is not the same as money due into the SL. Mixed stories weaken both routes.
If the company is still active, any move (changing director, closing accounts) needs legal thought. Improvisation often becomes evidence for the other side.
Which criminal type fits
Fraud: when the partner deceived you into capital or assets outside the real corporate frame. Often in pre-incorporation fundraising or false project promises.
Misappropriation: when they already had lawful possession of money (cash, collections, mandate) and kept it. Common in directors mixing accounts.
Disloyal administration: harming the company for self or third-party benefit, breaching duties. Here the direct victim may be the SL —and you as harmed shareholder.
Wrong typing does not only hurt criminal proceedings: it shapes measures, deadlines and how civil liability is pleaded.
Accounting and digital proof
Books, statements, invoicing and reconciliations. If accounts are unreliable, the expert explains the gap —that is also evidence.
Access: who had bank signature, tokens, domains, clients. Logs matter when the story is “only I collected”.
Internal communications on profit shares, verbal deals and minutes. Courts look for coherence, not only outrage.
Useful witnesses: paying clients, accountants, staff. Prepare them; do not parade them without procedural script.
Measures before a verdict
Criminal: preventive attachment, account blocks, land registry notes when property is identifiable.
Commercial: challenging resolutions, director liability, company or minority actions, cautious audit appointment in serious cases.
Inventory of digital assets and brands: sometimes the only value when the account is empty.
Coordinating criminal and commercial avoids one statement harming the other. At Gaurley a partner holds the thread.
A useful first conversation
Articles, shareholders’ pact, minutes, bank KYC, latest balances and twelve months of statements.
What you know of other victims or company creditors.
Whether you are director, minority shareholder or external investor: strategy changes.
With that we define first move: complaint, corporate claim, traceable demand letter, or a timed combination.