Corporate liability Definition

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GLOSSARY

What does Corporate liability mean?

An incorporated company is a legal entity and can be liable for a criminal offence (unless the offence is not punishable with a fine, eg murder, or the nature of the offence is such that a company is physically incapable of committing it even through its controlling officers, eg rape).

“Person” includes a body of persons corporate or incorporate: Interpretation Act 1978, s 5 and Sch 1. Thus, where statute makes it an offence for any “person” to do or to omit to do something, corporate liability can arise unless the contrary intention is found. An incorporated company is vicariously liable for the acts of its employees and agents where a natural person would similarly be liable. An incorporated company bears primary criminal liability in respect of the acts and states of mind of its officers who, when acting in the company's business, are considered to be “embodiment of the company”, thus making their acts, etc, those of the company.

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Corporate criminal liability

This Practice Note deals with what is meant by corporate liability in relation to criminal law. It covers establishing corporate liability, the identification principle and the evidence required to establish corporate liability for prosecution.For an explanation of the factors which are taken into account before a company is prosecuted, procedure and how sentencing may be carried out following conviction, see Practice Note: How to prosecute a business.Corporate liabilityA company is defined for the purposes of the Companies Act 2006 (CA 2006) to mean a company formed and registered under the Act (see Practice Note: Incorporating a company—What is a company?). A company may also be defined by reference to its predecessors or equivalent legislation from another jurisdiction. A company may be either incorporated (a body corporate) or unincorporated. There are other bodies corporate which are not commonly described as companies, such as partnerships.A corporate body, including a company, is a separate legal identity (sometimes called a non-natural person). As such, it can be tried, convicted and sentenced for committing a crime....

Failure to carry out health and safety duties under HSWA 1974—offences

This Practice Note summarises the key offences which can be committed under the Health and Safety at Work etc Act 1974 (HSWA 1974) and the process for their prosecution in the criminal courts in England and Wales.For information on health and safety prosecutions in Scotland, see Practice Notes: Health and safety investigations in Scotland, Prosecution process for health and safety cases in Scotland and Sentencing health and safety cases in Scotland.Main duties imposed by HSWA 1974It is an offence for an employer to fail to comply with a duty specified in HSWA 1974, ss 2–4 and 6.HSWA 1974, ss 2–4 and 6 set out the general duties of employers, the self-employed, persons who have control of premises, and manufacturers and suppliers to ensure the health and safety of employees and members of the public who may be affected by their work activities. HSWA 1974, s 2 imposes a duty on employers to ensure, so far as is reasonably practicable, the health, safety and welfare of employees. What steps employers must...

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Can company directors be prosecuted as individuals for offences under sections 1 and 2 of the Modern Slavery Act 2015?

Can company directors be prosecuted as individuals for offences under sections 1 and 2 of the Modern Slavery Act 2015? In answering this Q&A, research has been limited to cover offences under section 1 and 2 of the Modern Slavery Act 2015 (MSA 2015) and other possible offences under other legislation relating to trafficking have not considered. MSA 2015, ss 1 and 2 provide for offences of human trafficking and slavery, servitude and forced or compulsory labour. It includes sexual and non-sexual exploitation. It came into force on 31 July 2015. The offence of slavery, servitude and forced or compulsory labour is defined in MSA 2015, s 1 as: • a person held by another person in slavery or servitude and the person knows or ought to know that the other person is held in slavery or servitude • the person requires another person to perform forced or compulsory labour and the person knows or ought to know that the other person is being required to perform...

Is a parent company liable for contaminated land where one of its subsidiaries is liable?

Is a parent company liable for contaminated land where one of its subsidiaries is liable? The liability of a parent company for contaminated land where one of its subsidiaries is liable depends on the facts and circumstances of the case. The subsidiary itself could be liable for various reasons, eg because it caused or knowingly permitted contamination or owns or occupies a site with pre-existing contamination. Liability for contamination Liability for contamination may arise under a number of regimes, see Practice Note: Contaminated land—interaction with other regimes. However, liability for contaminated land under the Environmental Protection Act 1990, Pt IIA (EPA 1990) is of particular concern because innocent owners and occupiers can be retrospectively liable for remediation where the original polluter cannot be found. Liability can attach to anyone who is an 'appropriate person' under the EPA 1990, s 78F. For more information on the contaminated land regime, see Practice Notes: • Contaminated land—definition of contaminated land • Contaminated land—who may be liable? • Contaminated land—process...

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Corporate Crime weekly highlights—29 May 2025

This week's edition of Corporate Crime weekly highlights includes analysis of the new SFO guidance on what prosecutors must consider during corporate enforcement actions and of the risks associated with the government's bid to crack down on ransomware payments. Also included is news of major sentencing reforms to address the prison capacity crisis, of updated guidance from OTSI on reporting suspected trade sanctions breaches and of a £122.7m fine for Thames Water for wastewater operations failures and dividend payment breaches. All this, and more, in this week’s Corporate Crime highlights.

Fess up, or wait and see? SFO policy shift stirs DPA debate

Law360, London: The Serious Fraud Office's 'cast iron' promise that companies self-reporting wrongdoing will duck prosecution could lead to a new wave of settlements—but only if other controversial reforms push businesses to the negotiation table, lawyers say.

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