There has been little scholarly discussion of whether all-as opposed to only some-corporations should be subject to criminal liability. This Article argues that criminal liability is only appropriate for those corporations that have reached a certain level of self-referential complexity. This Article uses organizational theory as a guide to determining when a corporation becomes an autonomous entity capable of criminal culpability. A corporation begins to emerge as a sufficiently complex autonomous actor when its internal rules guide its conduct and determine its membership, and when the corporation becomes distinct from the individuals comprising it. This Article insists that criminal law as applied to individuals should apply to a corporation only when the corporation emerges as an autonomous actor. Thus, culpability should determine the threshold question of guilt and should not be limited to a factor affecting punishment. This Article suggests three main effects of recognizing corporate immatureness as a bar to the imposition of criminal liability on a corporation. First, shell companies would be excluded from criminal punishment. Second, piercing the corporate veil would be consistent with corporate criminal culpability because piercing aims to reach the individuals behind the veil rather than to punish the fictitious corporation. Third, because “immature” corporations should be free from criminal liability, determining a specific benchmark for when a corporation should be considered a full-fledged offender versus a diminished offender is a challenge that should be met in the future.