“Private sector corruption, as one of the fundamental challenges in modern economic systems, poses serious risks to investment security, fair competition, and the integrity of administrative structures. The United Nations Convention against Corruption (UNCAC), by adopting a systematic approach, mandates member states to criminalize private sector corruption and establish criminal liability for legal entities, thereby addressing the gaps resulting from the influence of private power within the public sphere. This article, utilizing a descriptive-analytical method, examines the legislative and structural gaps in Iranian criminal law and analyzes the necessity of aligning domestic criminal policy with the standards of the UNCAC. The findings indicate that the Iranian legal system, due to its reliance on a traditional state-centric approach and the absence of explicit legal provisions for criminalizing corrupt behaviors in the private sector, lags significantly behind international developments. This study argues that reform in this area must transcend minor legislative adjustments and requires a transition from traditional criminal models toward a progressive paradigm. Ultimately, this paper proposes a hybrid model comprising three fundamental pillars: ‘differential criminalization,’ ‘the establishment of independent and specialized supervisory bodies,’ and ‘the utilization of active criminal liability based on a compliance model’ as the primary roadmap for transitioning from the status quo to an optimal state. This model not only enhances the deterrent power of the criminal justice system but also minimizes the social and economic costs of combating corruption by emphasizing preventive measures.”