Corporate Criminal Liability Expanded to All Crimes Under the Crime and Policing Act 2026

The Crime and Policing Act 2026 (CPA), which received Royal Assent on April 29, 2026, comes into force on June 29, 2026, making it easier for enforcement authorities to prosecute companies for any criminal offense committed by senior managers acting within the scope of their authority.

This new UK legislation significantly expands corporate criminal liability beyond specified economic crime offenses and requires businesses to review their compliance programs, including whistleblowing processes, to reduce the risk of liability.

Background

Historically, under the common law identification doctrine, criminal liability could only be attributed to a company where the “directing mind and will of the company” committed those actions. The courts interpreted this narrowly and, as a result, it was often challenging for law enforcement authorities to establish a link between the decision-maker and the criminal act, which was made more difficult as a result of increasingly large, modern companies with more complex management structures, where decisions are frequently decentralized.

Under the Economic Crime and Corporate Transparency Act 2023 (ECCTA), corporate liability was introduced for the actions of a “senior manager,” who “plays a significant role in either the making of decisions about how the whole or a substantial part of the organization’s activities are to be managed or organized,” or “the actual managing or organizing of the whole or a substantial part of those activities.” However, this liability was limited to specified economic crimes.

What Will Change Under the CPA?

The reforms under the CPA further broaden the scope of offenses covered by ECCTA, making companies potentially liable for all crimes committed by their senior managers in the scope of their employment. Companies can now face prosecution for offenses relating to a broader array of criminal acts, including environmental law breaches, health and safety failings, discrimination, modern slavery, and data protection breaches.

Unlike the failure to prevent fraud offense under ECCTA, the CPA does not provide for a defense where a company has reasonable compliance measures in place to prevent a senior manager from committing the relevant offense. However, companies will not be liable where the conduct took place outside the UK.

What Does This Mean for Businesses?

With the widening of the test for attribution of corporate liability, enforcement authorities can prosecute businesses across a broader range of offenses. This will likely lead to an increase in corporate prosecutions and may result in more deferred prosecution agreements for companies.

In light of these amendments, it is crucial for businesses to clearly assess whether someone qualifies as a senior manager, as the determining factors are not limited to title or remuneration of the relevant individual. In the absence of official guidance, businesses must rely on their compliance framework. Businesses should review their senior management structure to identify the individuals who may fall within the definition of senior manager. The key risk is that individuals who trigger corporate liability may not themselves appreciate that they qualify as “senior managers.”

To mitigate increasing exposure, businesses should update their corporate governance framework, including policies and procedures at all levels, and conduct targeted training for senior and mid-tier management on key risk areas. While the defense of reasonable procedures is not automatically available, this will still be considered under mitigation and in the public interest, and so it will be vital for companies to have suitable policies and procedures in place, and for those to be operating well.

* Sophia Kim contributed to this Advisory. Sophia is employed as a Trainee Solicitor in Arnold & Porter’s London office.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.