Are UK businesses now liable for any crimes committed by senior managers?

As of 29 April 2026 , the Crime and Policing Act 2026 (the “Act”) is now live – bringing with it a new era for corporate criminal liability that all senior managers need to be aware of.

Corporate criminal liability

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) commenced the reforms to corporate criminal liability by introducing the “senior manager” test, defined here. Reflecting the modern company structures of today, this enables prosecutors to streamline their cases against senior individuals exerting decision making powers who are found to be involved in the offending.

Section 196 of ECCTA came into force in December 2023. This rendered organisations criminally liable where senior managers commit economic offences within the scope of their authority, as specified by schedule 12 of ECCTA.

In its place, section 130(1) of the Act expands the liability for businesses where a senior manager commits any offence within the actual or apparent scope of their authority, beyond economic crime. There are two exemptions, an organisation will not commit the offence if:

1. All the conduct constituting the offence occurs outside of the UK; and
2. The conduct was the organisation’s (rather than the senior manager’s).

What does this mean for businesses?

Extending the “senior manager” test to all crimes allows for enforcement authorities to prosecute businesses across a broader spectrum of wrongdoing and offences. Crimes associated with public safety and operational harm, supply chain and human rights abuses, and environmental and regulatory crime will fall squarely into the spotlight.

How might liability arise?

Under the expanded senior manager doctrine, criminal conduct by senior leaders may now be attributed to the company, giving rise to corporate liability. For example:

1. A senior operations manager knowingly permits serious safety breaches, which may result in company liability under health and safety law.
2. A site manager authorises unlawful waste disposal or pollution, potentially giving rise to criminal liability under environmental law.
3. A head of HR oversees illegal working practices or right to work breaches, which may result in liability under immigration legislation.
4. A head of compliance ignores clear internal warnings in circumstances amounting to a criminal offence, potentially giving rise to corporate criminal liability.
5. A technology director authorises unlawful use of personal data, which may result in liability under the Data Protection Act 2018.

Unlike the failure to prevent fraud defence introduced by ECCTA (see here), there is no reasonable procedures defence to release liability of the business. However, there are a multitude of ways that this increased exposure can be mitigated, including by:

1. Identifying the individuals who fall within the scope of the “senior manager” statutory definition.
2. Establishing a clear delineation of roles and mapping responsibilities precisely across senior management.
3. Implementing targeted training for senior managers on the risk and implications of the new liability regime.
4. Moving beyond just fraud/bribery risk assessments to key areas of vulnerabilities and risks for the business.
5. Enhancing corporate governance, procedures and policies at all levels, specifically on areas of key risk.
6. Keeping accurate records and documenting reasonable procedures. Whilst there is no statutory defence available this displays a proactive approach to compliance and is likely to support investigations and reduced sentencing.
7. Ensuring clear reporting lines are in place, coupled with confidential escalation pathways for suspected wrongdoing.

For our take on how the legislative changes are specifically set to impact technology firms and the like, see here.

The law is now in force, and enforcement risk is immediate so now is the time to take action. Our specialist Business Crime & Investigations team includes former Serious Fraud Office professionals, giving us deep, practical insight into how criminal investigations are conducted and how businesses are scrutinised. We are uniquely placed in the market to advise your business on the current enforcement environment and its compliance with changing legislation. For a discussion on the advice and services we can offer your business, including how we can assist with a senior manager mapping exercise, please get in touch.

Rhiannon Sheeran

Solicitor

Commercial Disputes, Intellectual Property, Reputation and Risk Management

Rhiannon is a Solicitor in our Commercial Disputes team. Rhiannon specialises in commercial litigation matters, advising a wide range of commercial, corporate and individual clients, with a focus o... Read More