Corporate criminal liability

The following Corporate Crime practice note provides comprehensive and up to date legal information covering:

  • Corporate criminal liability
  • Corporate liability
  • Establishing corporate liability
  • Vicarious liability
  • Identification principle
  • Corporate liability—requirement of a directing mind
  • Evidence required to establish corporate liability and prosecution
  • Does the directing mind need to be present?
  • Conspiracy between a corporate and its directing mind
  • Other factors to be taken into account when prosecuting a company

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 detailed guidance on proposals for reform in this area, see Practice Note: Corporate criminal liability reform—tracker.

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: Prosecuting a company.

Corporate liability

A 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 legal person includes a body of persons, corporate or incorporate. Therefore, 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. Where a statute makes it an offence for a person to do something, corporate criminal liability can arise unless the contrary intention is set

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