The Framework Decision requires Member States to criminalise active and passive corruption in the private sector, and to ensure that instigation, aiding and abetting are punishable. It applies to business activities in both profit and non‑profit entities, foresees imprisonment (statutory maxima calibrated at a minimum of one to three years) and allows temporary prohibition from carrying on particular or comparable business where there is a clear risk of abuse.

Legal persons may be held liable where offences benefit the entity or arise from a lack of supervision; sanctions must be effective, proportionate and dissuasive and may include fines, exclusion from public benefits, disqualification, judicial supervision or winding‑up. The Decision sets jurisdictional rules (including nationals and head offices), applies to Gibraltar, repeals Joint Action 98/742/JHA and requires transposition and notification by 22 July 2005.