The theoretical basis for corporate criminality is examined leading to the conclusion that there is no clear articulable theory for such liability. A review of regulatory offenses is provided to illustrate how criminal liability can be imposed by the mere commission of an act regardless of actual or implied intent. The Model Penal Code is also examined since most states have adopted parts of it that address corporate criminality. A discussion of defenses to corporate liability is provided and includes defenses such as no intent to benefit the corporation, no authority by the agent of the corporation to act on its behalf, and actions by agents were contrary to corporate policy. Other business associations are reviewed to illustrate how criminal liability may apply to them. 98 footnotes.