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Corporate criminal liability for “all crime”: an expansive approach
Caroline Day
On 29 April the Crime and Policing Bill received Royal Assent, and the Crime and Policing Act 2026 is now on the statute books. It introduces a further, transformative expansion of corporate criminal liability in the UK so that companies may be held criminally liable where a “senior manager” commits an offence while acting in their actual or apparent authority, for all crimes. This marks a fundamental departure from the current senior manager framework under the Economic Crime Corporate Transparency Act 2023 (ECCTA) where, currently, corporate liability is restricted to economic crimes.
The evolution of corporate criminal liability
By way of a recap, prior to December 2023 a company could only be held criminally liable for the actions of individuals representing its “directing mind and will,” typically limited to board members and the most senior executives. This common law doctrine, known as the identification principle, created a high threshold that prosecutors often struggled to meet. Whilst certain statutory exceptions existed, for example under the Bribery Act 2010 and Corporate Manslaughter and Corporate Homicide Act 2007, these were narrow in scope.
When section 196 of ECCTA came into force in December 2023, this represented a significant change; this section established a new basis for corporate liability where a company could be held liable for the actions of a “senior manager,” namely those who play a significant role in the “making of decisions about how the whole or a substantial part of the activities” of a company or partnership are to be managed or organised, or if they actually manage or organise “the whole or substantial part of those activities.”
While section 196 captures a broader tier of management than before, it was limited to economic crimes, and specifically those listed in Schedule 12 of the Act (including, for example, under the Fraud Act 2006, Theft Act 1968, and Proceeds of Crime Act 2002, as well as the common law offence of Conspiracy to Defraud). ECCTA also introduced the failure to prevent fraud offence under section 199, in force as of September 2025.
The extension under the 2026 Act
The new measure under the Crime and Policing Act introduces an expansion to corporate criminal liability such that the senior manager test will apply to all crimes when it comes into force, not just economic. Building on the wider campaign for reform of corporate liability over the last 10 years, when in force this amendment is expected to have the effect of making it simpler for prosecutors to hold corporates to account for a wider range of crimes committed by their senior personnel.
The Act covers a wider range of policing and crime matters and, at the time of writing, the official version is not yet published. An update on the specific section and timetable for entry into force will be provided.
About the author
Caroline is an investigations specialist. She advises organisations and individuals caught up in serious and complex criminal and regulatory investigations. She has extensive experience in this area and conducts internal investigations on behalf of her corporate clients when allegations of misconduct arise.
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