UK corporate criminal liability will extend the ‘identification doctrine’ reform in ECCTA from ECONOMIC CRIME to all CRIME (maybe).

Expansion of corporate criminal liability (again!): clause 130 of the Crime and Policing Bill will extend the ‘identification doctrine’ reform in ECCTA from ECONOMIC CRIME TO ALL CRIME.

The Bill provides that where a senior manager acting within the actual or apparent scope of their authority commits an offence (i.e. any offence, not just a specified economic crime offence), the organisation also commits the offence. The new provisions will, if enacted, replace the existing "senior manager" provisions within ECCTA.

The same amendment was proposed in the last Parliament’s Criminal Justice Bill but was defeated in the general election. It's still early in the Bill’s progress in Parliament, so watch this space!

LONG READ

Further expansion of corporate criminal liability – the UK Crime and Policing Bill - 04 March 2025

In December 2023, under the Economic Crime and Corporate Transparency Act 2023 ("ECCTA"), the UK changed how criminal liability may be attributed to corporate entities.

Before that time, a company could only commit a criminal offence requiring a particular mental state (knowledge, recklessness, etc.) if the mental state of a senior person representing the company's "directing mind and will" would be attributed to the company. This had typically required one or more board members to hold the requisite mental state.

ECCTA broadened the scope of the so-called "identification doctrine" by providing that if a senior manager of a corporate body or partnership, acting within the actual or apparent scope of their authority, commits a "relevant offence", then the organisation will also be guilty of that offence.

"Relevant offences", listed in a schedule to ECCTA, are focused on ECONOMIC CRIME and, therefore, cover offences such as bribery, money laundering, and breach of financial sanctions.

That Bill ultimately did not proceed due to the dissolution of Parliament following the 2024 general election. However, the Home Office has recently introduced a new Crime and Policing Bill (the "Bill"), including the same proposed expansion of the ECCTA "senior manager" rule.

Clause 130 of the Bill provides that where a senior manager acting within the actual or apparent scope of their authority commits an offence, the organisation also commits it.

This is subject to the same jurisdictional scope as the ECCTA reforms, in that an organisation will not commit an offence if:

1. All of the conduct constituting the offence occurs outside the UK, and
2. The organisation would not commit the offence if that conduct were the organisation's rather than the senior manager's. The new provisions would, if enacted, replace the existing "senior manager" provisions within ECCTA.

The Bill is scheduled to have its second reading on 10 March and is at the relatively early stages of the legislative process, so it is unclear when/in what form these amendments may come into force.

If enacted, this could once again expand the potential scope of corporate criminal liability by dramatically increasing the range of offences for which an organisation may be liable, subject to the requirement that the relevant senior manager was acting within the actual or apparent scope of their authority when they committed the offence.

This requirement means that it is not immediately obvious how companies might become liable for certain types of offences (such as offences against the person) committed by senior managers – it is difficult to foresee a scenario where an individual could be said to be acting within their authority as a manager when assaulting another person for example.

However, there will be other offences (e.g. environmental offences) where it is more feasible that an individual could be said to be acting within their authority as a manager, thereby increasing the risk of liability for their employer.

Companies should, therefore, continue to follow the progress of the Bill and any changes to these provisions.

READ HERE: https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/crimeandpolicingbill