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Companies can now be held criminally liable for any offence, including health and safety and environmental breaches, committed by a senior manager acting within their apparent authority
The reformed ‘corporate identification’ doctrine now applies to all criminal offences (rather than just economic crimes) under provisions of the Crime and Policing Act 2026 which came into force on 29 June 2026.
It used to be the case that a company could only be held criminally liable where an individual representing its ‘directing mind and will’ (which typically meant board-level directors) committed an offence. The Economic Crime and Corporate Transparency Act 2023 relaxed this test for economic crimes, triggering corporate liability where a senior manager committed an offence within their actual or apparent authority.
The Crime and Policing Act has now extended this attribution test to all criminal offences under UK law. Companies can therefore be criminally liable for any offence committed by a senior manager acting within their actual or apparent authority, regardless of the type of offence (see section 250 of the Act).
Key points to bear in mind are:
- Senior manager – a senior manager is defined as an individual who plays a significant role in managing or organising the whole, or a substantial part, of a company’s affairs. This would likely include directors and other personnel with decision-making authority or significant strategic or administrative responsibilities, such as heads of divisions, business units or support functions;
- Companies within scope – all companies (bodies corporate and partnerships) are in scope, whatever their size and wherever they are incorporated;
- No corporate benefit required – there is no requirement to show that the senior manager’s actions benefited the company for liability to be attributed to the company; and
- No defences or exemptions – there is no corporate defence of “reasonable procedures” where liability is attributed to a company using section 250 of the Crime and Policing Act, and a company may still be held liable even if it was a victim of the offence.
The extension exposes companies to greater risk of criminal liability for a broader range of offences, including in respect of health and safety, environmental regulation, modern slavery or workplace misconduct.
For more detail and analysis on senior manager attribution, please see our corporate crime team’s blog post here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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