Section 250 Crime and Policing Act 2026: Major Expansion to UK Corporate Criminal Liability Regime

Section 250 of the Crime and Policing Act 2026 (‘S.250’) entails a major expansion to the UK’s corporate criminal liability regime. With effect from 29 June 2026, both UK and certain non-UK corporations and partnerships will be deemed to have committed UK criminal offences carried out by their senior managers where the senior manager has acted within the ‘actual or apparent’ scope of their authority. This will apply for all UK criminal offences and is a significant change in approach from prior UK corporate criminal legislation, which imposed liability only for certain targeted financial offences.

Key Takeaways:

• Section 250 creates broad new liability: companies and partnerships can be deemed to have committed any UK criminal offence carried out by a senior manager acting within their actual or apparent authority.
• The definition of senior manager is wide: it includes directors and senior officers, but can also extend to other individuals with significant decision-making or organizational influence, depending on the facts.
• Non-UK businesses may also be affected: S.250 will apply to non-UK business where senior management have carried out actions amounting to an offence under UK law unless all conduct of the senior manager occurs outside of the UK.

New Offence

Under S.250, body corporates and partnerships will commit an offence where their senior managers acting within the actual or apparent scope of their authority commit an offence under the law of England and Wales, Scotland, or Northern Ireland.

Changes Relative to Past Regime

The UK has historically operated a common law ‘directing mind and will’ test¹ to assess whether an individual committing a criminal offence is the person with control over the operations of a body corporate, such that the body corporate is also considered to have committed such offence. This is a strict test that UK prosecutors have found difficult to meet, restricting the scope of corporate criminal liability to the actions of a narrow field of individuals. 

More recently, the UK has introduced statutory legislation expanding the scope of corporate criminal responsibility in respect to certain targeted financial criminal activity. The Bribery Act 2010 made body corporates liable for bribery offences committed by persons associated with them, the Criminal Finances Act 2017 imposed liability for failing to stop such persons committing UK tax evasion offences, and the Economic Crime and Corporate Transparency Act 2023 introduced corporate liability for associated persons committing fraud offences benefitting the body corporate (or its customers). Significantly, all of these offences were both limited in the scope of criminal activity targeted and provided statutory defences where the body corporate enacted procedures to prevent its associated persons from committing the relevant offence.

Both of these safeguards are absent from the Crime and Policing Act 2026. S.250 will allow the imposition of corporate criminal liability for any UK offence committed by senior managers within the actual or apparent scope of their authority, including offences such as harassment, breaches of health and safety laws, or noncompliance with regulatory requirements, in addition to existing areas of focus such as bribery.

Additionally, S.250 does not offer any defence for implementing procedures to prevent senior managers from committing the relevant offence. This means businesses are now at risk of criminal liability even where a rogue senior manager acts in breach of internal procedures, so long as they acted within the actual or apparent scope of their authority.

However, in order to commence proceedings, UK prosecutors must consider whether it is in the public interest to pursue prosecution. This requires consideration of the offender’s culpability for, and degree of benefit from, the relevant criminal conduct. In the case of rogue senior managers acting against internal procedures, prosecutors may determine that the public interest lies in bringing proceedings against only the senior manager and not the business itself. However, this will ultimately depend on the discretion of prosecutors, and it remains to be seen what approach will be taken in practice.

What Constitutes a ‘Senior Manager’

Consistent with prior UK statutory definitions², S.250(3) defines a senior manager as an individual who plays a ‘significant role’ in either making decisions about how the whole or a substantial part of a business’ activities are to be managed or organized or in the managing or organizing of those activities.

The UK government’s Crime and Policing Bill Explanatory Notes³ state that senior management includes a company’s directors and senior officers (e.g., CFO and COO), but also captures other individuals with significant roles in the business, including (for example) those with significant roles in a company’s human resources function. Consideration of who will be a senior manager for a particular business will require a case-by-case assessment of the level of influence and responsibility that individuals hold across the different functions of the business.

Actual or Apparent Authority

S.250 will only apply to criminal offences committed by a senior manager where the criminal action was within the actual or apparent scope of such senior manager’s authority. The Explanatory Notes state that actual and apparent authority extends beyond merely those acts that the senior manager has actually been authorized to carry out and will also catch acts ‘which would ordinarily be undertaken by a person in that position’.

S.250 accordingly appears intended to capture not only acts by senior managers which the business has approved, but also acts carried out without approval or even in breach the business’ internal policies, so long as the senior manager is perceived to be acting in the capacity of someone within their role.

International Scope

Significantly, for international businesses, S.250 will extend to corporate entities incorporated or formed outside of the UK itself, so long as the action taken by the senior manager constitutes an offence under UK law.

An exception will apply where all conduct by the senior manager giving rise to an offence occurs outside the UK and the business would not have committed an offence if it had carried out the conduct itself. However, the need for all conduct to be outside of the UK potentially sets a high bar for this exception and may bring into scope non-UK activities, which are, nevertheless, UK-facing or deal with UK customers.

As such, international corporate entities with UK aspects to their business or customer-base will likely still need to consider the effect of S.250 and may need to conduct similar risk assessments as UK-based businesses.

Actions for Companies and Partnerships Moving Forward

S.250’s widening of corporate criminal liability, and the current lack of clarity over when prosecutors will seek to rely on S.250, creates a significant new area of risk for both UK and non-UK businesses and certain actions may be advisable to implement in anticipation of S.250 coming in to force:

• Risk assessments – Businesses will now need to carry out (and continue to update) internal assessments of who within their organisation constitute ‘senior managers’. Business may also need to conduct more stringent reviews of the character and background of senior managers, particularly when recruiting new management or promoting internally, to assess whether they pose a S.250 risk.
• Increasing internal awareness of compliance obligations – Even without S.250 offering a formal defence for introducing internal procedures to prevent criminal activity, it will be increasingly important to ensure that senior management receives training on UK criminal offences and are aware of and able to comply with internal prevention guidelines. Businesses may be advised to expand the scope of training to capture a broader range of UK offences and potentially to offer training to non-UK senior managers who are involved in the business’ UK operations.
• Internal decision-making – Businesses may wish to review their decision-making procedures, particularly concerning their oversight over senior managers, knowingly or otherwise, acting outside of the scope of their actual authority and creating criminal liability risks under S.250 as a result of unauthorised actions.

¹ Lennard’s Carrying Company, Limited Appellants v Asiatic Petroleum Company, Limited Respondents. [1915] A.C. 705; Tesco Supermarkets Ltd. Appellants v Nattrass Respondent [1971] 2 W.L.R. 1166; [1972] A.C. 153.

² E.g., Section 1(4)(c) Corporate Manslaughter and Corporate Homicide Act 2007.

³ Sections 1029-1042 Crime and Policing Bill Explanatory Notes.

This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. David Foster, an O’Melveny partner licensed to practice law in England & Wales; George W. Duncan, an O’Melveny associate licensed to practice law in England & Wales; and Aoife Fahy, an O’Melveny associate licensed to practice law in England & Wales, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.

© 2026 O’Melveny & Myers LLP. All Rights Reserved. Portions of this communication may contain attorney advertising. Prior results do not guarantee a similar outcome. Please direct all inquiries regarding New York’s Rules of Professional Conduct to O’Melveny & Myers LLP, 1301 Avenue of the Americas, Suite 1700, New York, NY, 10019, T: +1 212 326 2000.