Personal Liability under China’s Anti‑Monopoly Law: Administrative Fines, Civil Litigation, and Criminal Sanctions

[co-author: Ken Dai]

In the past half year of 2025, China’s antitrust watchdog has imposed fines on 11 individuals for antitrust violations, including sole proprietors, senior executives, and employees involved in cartels or obstruction of investigations. In recent years, personal liability has increasingly featured in China’s antitrust enforcement and judicial practice. Under China’s Anti-monopoly Law (“AML”), individuals - whether shareholders, investors, legal representatives, senior executives, or employees - may face administrative, civil, or even criminal liability. This article systematically examines the legal framework for individual liability under the AML, compares relevant practices in the U.S. and EU, and aims to help market participants assess their exposure and manage compliance risks.

I. Personal Administrative and Civil Liability under China’s AML

In China’s antitrust practice, the circumstances under which individuals incur administrative penalties and civil liability are often closely aligned. In most cases, individual liability arises from direct involvement in monopolistic conduct—either as an undertaking themselves or as representatives of an undertaking. Given this overlap, this section discusses administrative and civil liability together.

1. Liability for Individuals Directly Engaging in Monopolistic Conduct

Article 15 of the AML defines “undertaking” broadly to include natural persons engaged in production, distribution, or provision of services. Individuals who qualify as undertakings and engage in monopolistic conduct may therefore face administrative, civil, and even criminal liability under Chapter 7 of the AML.

(1) Administrative Liability for Individual Undertakings

In principle, individuals acting as undertakings who participate in monopoly agreements, abuse dominant market positions, or engage in illegal concentrations may face administrative fines under Article 56 of the AML—ranging from 1% to 10% of their previous year’s turnover, or up to RMB 5 million. In practice, administrative penalties against individual undertakings have mainly focused on horizontal monopoly agreements. Such individuals may act as direct participants in cartel conduct or serve as organizers or facilitators - and in some cases, both.

(a) Direct Participants in Monopoly Agreements

In China’s antitrust enforcement practice, individual businesses - such as self-employed persons or sole proprietors¹ - are typically the focus. While it is rare for natural persons to be publicly fined directly, notable precedents include:

• Yibin brick-and-tile cartel (2013): the Sichuan Administration for Industry and Commerce fined an individual, Fu, RMB 60,000 for reaching and implementing a cartel restricting output.²
• Huaiyuan bottled LPG cartel (2024): the Anhui Administration for Market Regulation fined four individuals 1% of their previous year’s turnover for fixing prices and allocating markets.³

In these cases, enforcement bypassed the entity due to irregularities: the business entity in Yibin case lacked a valid license, while the entities in the Huaiyuan case had been dissolved.

(b) Organizers or Facilitators of Monopoly Agreements

Article 19 of the AML prohibits organizing or facilitating other undertakings in monopoly agreements. Violations are subject to penalties under Article 56.

In May 2025, Tianjin Administration for Market Regulation imposed a RMB 5 million fine -the highest ever against an individual - on Guo (A), a natural person who organized multiple pharmaceutical firms to fix prices for dexamethasone sodium phosphate APIs.⁴ Although Guo (A) was not part of any cartel member firm, he played a central role as a “coordinator,” planning, connecting, and driving the enterprises toward agreement. His conduct was deemed to constitute “organizing other undertakings to reach a monopoly agreement,” marking a milestone in personal antitrust liability.

(c) Leniency for Individual Undertakings

Article 56(3) of the AML provides that undertakings - including individual business - who proactively report their participation in a monopoly agreement and provide key evidence may receive a reduction or exemption from penalties. According to the Guidelines for Application of Leniency in Horizontal Monopoly Agreement Cases and the Provisions on Prohibiting Monopoly Agreements, direct participants, organizers, or facilitators of a monopoly agreement may:

• Receive full immunity or an 80 %+ reduction in penalties as first‑priority applicants;
• Receive a 30–50% reduction as second-priority applicants;
• Receive a 20–30% reduction as third-priority applicants.

However, if the undertaking played a leading role, coerced others into joining, or obstructed others from ceasing the conduct, leniency may be denied. In Guo (A)’s case, even if he applied for leniency as the first applicant, his role as the organizer may disqualify him from immunity.

(2) Civil Liability for Individual Undertakings

China’s courts have recognized individual civil liability under the AML since early on -preceding the recent increase in administrative enforcement. However, no publicly reported case has yet imposed civil liability on an individual solely for organizing or facilitating a cartel.

• In civil litigation related to the Yibin case, Cao – an investor and actual operator of the brick factory involved - was held personally liable in tort, as the court determined the business entity was merely a sham.⁵
• In the horizontal monopoly agreement dispute among rice noodle producers in Yunnan, Zhang (owner of a deregistered company), along with Guo (B), Ma, and Ban (three individuals identified as potential competitors), were held jointly liable for cartel conduct. Notably, the court treated a minority shareholder as a “potential competitor” by evaluating their ability and motive to enter the market within a short period.⁶

Although no individual has yet been publicly prosecuted solely for organizing or facilitating cartels, Article 26 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Hearing of Civil Cases Involving Disputes over Monopolistic Acts (2024) explicitly provides that, where a party alleges an undertaking or trade association organized or assisted the conduct, and seeks joint liability, the court should support the claim. Thus, if follow-on litigation arises from the dexamethasone sodium phosphate case, Guo (A) is likely to face joint and several liability for damages.

2. Personal Liability Arising from the Performance of Official Duties

Individuals who participate in monopolistic conduct or obstruct antitrust investigations in their capacity as employees or managers of a company may face both administrative and civil liability under Chinese law.

(1) Administrative Liability for Executives and Employees

(a) “Double‑penalty” Mechanism for Monopoly Agreements

Following the 2022 revision of the AML, both companies and responsible individuals (legal representative, principal persons in charge, or directly responsible persons) may be fined. Penalties for individuals may be up to RMB 1 million. Individual penalties may reach up to RMB 1 million. In 2025, antitrust authorities have already applied this “double-penalty” mechanism in two cases:

• Shanghai SINE United Pharmaceuticals (March 2025): the Shanghai Administration for Market Regulation imposed penalties in a cartel case involving three companies that had fixed prices and divided markets for neostigmine methyl sulfate injection. Guo (C), then General Manager of Shanghai SINE, personally led negotiations with other firms and instructed his team to implement the agreement. He was fined RMB 500,000 - marking the first application of the double-penalty mechanism under Article 56(1) since the AML’s 2022 revision.⁷
• Dexamethasone Sodium Phosphate API Case (May 2025): the Tianjin Administration for Market Regulation fined several executives from three companies involved in a price-fixing agreement. These included: Liu, General Manager of Jinyao Pharmaceutical，responsible for overall operations; Zhang (A), Chairman of Zhejiang Xianju, in charge of strategic planning; Zhang (B), General Manager of Xi’an Guokang Ruijin Pharmaceutical, overseeing pricing and contracts. Each individual was fined RMB 600,000. While Jinyao Pharmaceutical received an 80% reduction in corporate fines for its leniency application, no similar reduction was granted to its executives.⁸

(b) Personal Liability for Obstructing Antitrust Investigations

Article 62 of the AML allows fines of up to RMB 500,000 on individuals who obstruct investigations—by refusing to provide or falsifying information, or by concealing, destroying, or transferring evidence. Notable cases include:

• Guangdong Auto Company Case (2018): the legal representative and general manager were fined RMB 12,000 and RMB 8,000, respectively.⁹
• Calcium Gluconate API Case (2020): legal representatives and 12 employees were fined RMB 20,000 to RMB 100,000 each.¹⁰
• Sichuan Xieli Pharmaceutical Case (2025): the company’s legal representative and five employees were fined between RMB 200,000 and RMB 400,000 each.¹¹

(c) Leniency for Executives and Employees

While the AML does not expressly extend leniency to individuals under the double-penalty rule, the Provisions on Prohibiting Monopoly Agreements clarify that legal representatives, principal persons in charge, and directly responsible persons may receive a fine reduction of up to 50% - if they meet the general leniency conditions.

However, in both the Shanghai and Tianjin cases, although the companies received reduced fines through leniency, the responsible individuals did not benefit correspondingly - highlighting that corporate leniency does not automatically extend to individuals.

(2) Civil Liability for Executives and Employees

So far, Chinese courts have not publicly held any executives or employees personally liable for antitrust damages resulting from actions taken in the course of their duties. Victims generally target the infringing company rather than internal personnel.

However, Article 188 of China’s Company Law, as amended in 2023, clearly provides: “Where a director, supervisor, or senior officer, in the course of performing their duties, violates laws, administrative regulations, or the articles of association and causes losses to the company, they shall be liable for compensation.”

Therefore, if a company is ordered to pay civil damages due to monopolistic conduct led or carried out by specific executives or employees, it may seek internal compensation (recourse) from those responsible.

II. Criminal Liability under China’s Antitrust Law

Article 67 of the AML provides: “Where a violation of this Law constitutes a criminal offense, criminal liability shall be pursued in accordance with the law.” However, unlike jurisdictions such as the U.S., China’s Criminal Law does not establish a standalone offense for monopolistic conduct. Only certain serious behaviors - such as collusive bidding or forced transactions - may be prosecuted as criminal offenses.

In the context of bidding and tendering, conduct such as price coordination, market allocation, or exclusion of other bidders between tenderers essentially constitutes horizontal monopoly agreements - e.g., price fixing, market division, or joint boycott - and may violate both the AML and the Criminal Law. In practice, individuals may be held criminally liable for collusive bidding, whether they act as a tenderer, a third party organizing the collusion or an employee of the involved enterprise, provided the conduct meets the “serious circumstances” threshold required for criminal prosecution.

Furthermore, where monopolistic conduct is carried out through violence, threats, or other unlawful means to compel transactions, the individuals involved may be charged with the crime of forced transactions under the Criminal Law.

Compared to administrative and civil liability, the threshold for imposing criminal sanctions in antitrust cases is significantly higher. Criminal penalties are reserved for conduct that causes substantial social harm and satisfies the specific elements of a criminal offense. Legal representatives, de facto controllers, senior executives, and employees may all face criminal exposure if their conduct crosses this threshold.

III. Comparative Perspective: Personal Liability under U.S. Antitrust Law and EU Competition Law

Many jurisdictions impose personal liability for competition law violations - through fines, imprisonment, or disqualification from holding corporate office. This section examines the relevant frameworks in two major antitrust regimes: the U.S. and the EU.

1. Personal Liability under U.S. Antitrust Law

In the U.S., antitrust enforcement primarily proceeds through the judicial system. The Department of Justice (DOJ) and the Federal Trade Commission (FTC) shall bring cases before the courts, where civil and criminal liability is adjudicated.

Under Sections 1 and 2 of the Sherman Act, which prohibit cartel conduct and monopolization, violations are classified as felonies. Individuals may face up to 10 years of imprisonment and criminal fines of up to USD 1 million. Liability extends to anyone who knowingly participates, including individual business and employees acting in the scope of their duties.

Leniency is available to both corporations and individuals. The first company to self-report may obtain immunity, which can extend to its cooperating employees, directors, and staff. Individuals may also apply for leniency independently and be granted prosecutorial discretion.¹²

Since the DOJ began expanding criminal enforcement after 1997, individual prosecutions have outpaced those of corporations. Sentences for individuals increased from an average of 8 months in the 1990s to 24 months by 2010–2015.¹³

In addition to criminal sanctions, individuals may face civil liability. Under the Clayton Act, they may be sued for treble damages in private litigation.¹⁴ Furthermore, under U.S. pre-merger notification rules, company officers, directors, or partners who fail to make timely filings may incur civil penalties. The FTC may also seek permanent injunctions to bar individuals from serving as directors in the future.

2. Personal Liability under EU Competition Law

EU competition enforcement operates at two levels. At the EU level, similar to China, enforcement is primarily administrative. Natural persons may fall under the definition of “undertakings,” but unlike in China, the EU does not impose administrative fines or criminal penalties on individual employees or executives for violations of Articles 101 and 102 TFEU.

However, member states have autonomy to establish personal liability regimes under national competition laws. Many have exercised this power by introducing both criminal sanctions and administrative fines for individuals. For example, in Germany, individuals may be fined up to €1 million for intentional violations and €500,000 for negligent ones. Leniency is also available to individuals in certain cases. In bid-rigging cases, criminal prosecution - including imprisonment and/or monetary penalties - is permitted under national laws.

In addition, civil damages claims against individuals can be pursued in national courts, but not in EU courts, which do not have jurisdiction to hear private enforcement actions for antitrust damages.

IV. Conclusion

Based on the above analysis, individuals may face administrative, civil, or criminal liability under China’s AML depending on their legal status and role. The below chat summarizes personal administrative and civil liability under China’s AML:

For above risks, the following risk mitigation measures are recommended:

• For individual undertakings, it is essential to understand and comply with AML prohibitions on monopolistic conduct. Individuals should also avoid commingling personal and business assets to reduce the risk of being held personally liable under the doctrine of piercing the corporate veil.
• For legal representatives, senior executives and employees of undertakings, awareness of risk exposure under the double-penalty mechanism and for obstruction of investigations is important. Executives, in particular, are advised to strengthen corporate antitrust compliance frameworks through pre-transaction reviews, proper documentation, and internal control mechanisms.

No matter in what circumstances, seeking timely legal advice from local counsel is strongly recommended when antitrust risks arise. Early leniency applications should be considered to reduce or avoid potential penalties.

1. Under China’s Civil Law, self-employed individuals refer to natural persons registered according to the law to engage in industrial or commercial operation; a sole proprietorship refers to a business entity where the enterprise is invested in by a natural person, the enterprise’s property is owned by the individual investor, and the investor bears unlimited liability with respect to the obligations of the enterprise by way of the individual’s property.
2. Chuan Gong Shang Chu Zi [2013] No.7007, Administrative Penalty Decision No. [2013] 7007 Issued by Sichuan Administration for Industry and Commerce
3. Wan Shi Jian Jing Zheng Chu Fa Zi [2024] No.6-9, Administrative Penalty Decisions [2024] Nos. 6–9, Anhui Administration for Market Regulation (Competition Division)
4. Jin Shi Jian Long Duan Chu [2025] No.4, Administrative Penalty Decision [2025] No. 4, Tianjin Administration for Market Regulation (Antitrust Division)
5. [2020] Zui Gao Fa Zhi Min Zhong No.1382, Civil Judgment [2020] Supreme People’s Court IP Case Final No. 1382
6. [2023] Zui Gao Fa Zhi Min Zhong No.653, Civil Judgment [2023] Supreme People’s Court IP Case Final No. 653
7. Hu Shi Jian Fan Long Chu [2025] No.2024002201, Administrative Penalty Decision [2025] No. 2024002201, Shanghai Administration for Market Regulation (Antitrust Division)
8. Jin Shi Jian Long Chu [2025] Nos.1-3, Administrative Penalty Decision [2025] Nos. 1-3, Tianjin Administration for Market Regulation (Antitrust Division)
9. Yue Fa Gai Jia Jian Chu [2018] Nos.7-8, Administrative Penalty Decisions [2018] Nos. 7-8, Guangdong Development and Reform Commission (Price Supervision Division)
10. Guo Shi Jian Chu [2019] Nos.22-35, Administrative Penalty Decisions [2019] Nos. 22-35, State Administration for Market Regulation
11. Su Shi Jian Fan Long Duan An [2025] Nos.2-7, Administrative Antitrust Case Decisions [2025] Nos. 2-7, Jiangsu Administration for Market Regulation
12. US DOJ, Justice Manual, Title 7: Antitrust, 7-3. 310, 320 and 330
13. See US DOJ: Individual Accountability for Antitrust Crimes, Remarks as Prepared for the Yale School of Management Global Antitrust Enforcement Conference, February 19, 2016.
14. 15 U.S.C.§15