UK Government Proposes to Extend Corporate Criminal Liability to All Crimes 

The UK Government's Crime and Policing Bill (the Bill) proposes to make it easier for an organisation to be held criminally liable for any offence committed by its senior manager while acting within the actual or apparent scope of their authority.

Until the enactment of the Economic Crime and Corporate Transparency Act 2023 (ECCTA), a company could face criminal responsibility for most offences only if a person representing its "directing mind and will" committed the offence.  In practice, the courts had interpreted this "identification doctrine" narrowly, making it extremely difficult to hold large companies with complex governance structures accountable for alleged crimes of their executives.

ECCTA created a statutory basis for holding a company or partnership criminally liable for certain specified economic crimes—such as fraud, money laundering, bribery, and tax evasion—that its "senior manager" committed while acting within the scope of their actual or apparent authority.  A "senior manager" is any individual who plays a significant role in:

1. the decision-making concerning the management or organisation of the whole or a substantial part of the company's or partnership's activities; or
2. the managing or organising of the whole or a substantial part of such activities.  

Clause 130 of the Bill, if enacted, would extend this statutory basis for corporate criminal liability further, to all criminal offences.  The practical effect of the Bill would be that law enforcement agencies might find it easier to prosecute companies and partnerships for a broader range of offences including, for example, offences under the environmental, data protection, modern slavery, and competition legislation as well as criminal market abuse.  The law enforcement agencies would need to prove, however, that the relevant offence was committed by a senior manager of the company or partnership acting within the scope of their actual or apparent authority. 

The Bill had its second reading in the House of Commons on 10 March 2025 and will now undergo the committee review stage.  It is unclear when the Bill might be enacted.  However, if enacted, clause 130 will complete a fundamental reform of corporate criminal liability principles in the UK, which ECCTA started.  It also remains to be seen whether the UK Government will expand the framework for deferred prosecution agreements in the Crime and Courts Act 2013 to align with this "all crimes" approach.

The Ashurst Corporate Crime and Investigations team will continue monitoring the advancement of the Bill, as it progresses through Parliament.

Authors: Andris Ivanovs, Counsel; Asha Owen-Adams, Junior Associate