SFO and CPS publish joint corporate prosecution guidance ahead of new Failure to Prevent Fraud offence

On 18 August 2025, the Crown Prosecution Service (CPS) and the Serious Fraud Office (SFO) jointly published updated Corporate Prosecution Guidance (the Guidance). The update comes two weeks before the new failure to prevent fraud (FTPF) offence under the Economic Crime and Corporate Transparency Act 2023 (ECCTA) takes effect and reflects significant recent reforms to the identification doctrine.

The Guidance is intended to equip prosecutors to make full use of the new corporate liability framework and signals a clear enforcement priority. As SFO Director Nick Ephgrave warned, corporates must “get their house in order or be ready to face investigation.”¹

The jurisdictional scope of the identification doctrine reforms is also clarified: the Guidance confirms that corporate liability for the conduct of senior managers does not arise unless the relevant conduct occurred in this jurisdiction, or the relevant offence would have applied to the organisation in the jurisdiction where the conduct occurred (for example, overseas bribery by virtue of the “close connection” test in the Bribery Act 2010).

We set out below our insights on key takeaways from the Guidance.

 

FTPF

The Guidance makes it clear that prosecutors will be expected to make active use of the new strict liability offence, coming into force on 1 September 2025. It emphasises that FTPF will be charged alongside substantive fraud offences where appropriate, reinforcing the offence’s role as a frontline tool rather than a fallback. The SFO and CPS also highlight that liability may extend to parent companies, underscoring the need for groups to assess exposure across subsidiaries and affiliates.

For further information on FTPF and what its enforcement may mean for your business, please refer to our ECCTA Hub.

 

Expanded identification doctrine

Prosecutors are reminded that attribution to corporates is no longer confined to the “directing mind and will” test. By introducing a lower threshold in the form of the senior manager attribution test, ECCTA broadens the scope for holding organisations to account for misconduct of their managers. The Guidance makes clear that this route to liability should be actively considered by prosecutors, reducing the scope for corporates to rely on structural complexity or diffuse management to avoid prosecution.

 

The bribery-fraud nexus

The Guidance acknowledges that fraud and bribery often overlap. Prosecutors are encouraged to view “conduct” holistically, considering whether charges might be pursued under either the Bribery Act 2010 or the new FTPF offence. This “menu of options” approach means that corporates cannot assume weaknesses in one charging route will prevent action being taken: where bribery cannot be made out, fraud may provide a viable alternative for the prosecutor, and vice versa. 

Organisations should also be aware of the significant expansion to corporate risk that the senior manager attribution test brings (above and beyond FTPF). Two significant examples include:

1. Passive bribery (requesting, accepting or agreeing to receive a bribe), which is not included within the failure to prevent bribery offence under the Bribery Act 2010; and
2. Money laundering offences under both the UK's Proceeds of Crime Act 2002 and Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, which are not included within the FTPF offence.

These significant legal risks can now be pursued corporately where a senior manager engages in that conduct, making the training of senior managers, and the monitoring and oversight of them all the more important.

 

Deferred Prosecution Agreements (DPAs) and self-reporting

The updated Guidance reinforces the continued importance of giving close consideration to self-reporting and cooperation. Prosecutors are instructed to weigh self-reporting positively in decisions about DPAs, and to treat obstruction or withholding of material as a factor weighing in favour of prosecution. The message is that corporates that come forward promptly and engage transparently may secure a negotiated resolution, while those that do not should expect to face the full force of enforcement.

 

What this means for companies

The Guidance underscores that the CPS and SFO intend to deploy the new framework to maximum effect. For corporates, the implications are clear:

• Fraud prevention procedures must be demonstrably robust and kept under active review.
• Senior managers’ actions will be closely scrutinised and more easily attributed to the organisation.
• Prosecutors will take a flexible charging approach, looking at “conduct” and considering all available offences.
• Giving close consideration to the appropriateness of self-reporting remains critical to managing risk and maximising eligibility for DPAs.

As the Chief Crown Prosecutor leading on economic crime for the CPS, Hannah von Dadelszen, put it, the reforms “remove barriers that have made it harder to hold companies to account.”² Boards should ensure governance structures, training, and investigation protocols are aligned with this enforcement landscape.

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¹Organisations must prepare now for new fraud prevention law | The Crown Prosecution Seicrve
²Ibid