UK Serious Fraud Office publishes guidance on corporate co-operation and enforcement
Published on 29th April 2025
New guidance for corporates about self-reporting, co-operation and deferred prosecution agreements applies to England, Wales and Northern Ireland
The Serious Fraud Office (SFO) has published new guidance on corporate co-operation and enforcement in relation to corporate criminal offending.
Notably, the guidance includes a clear statement that where a corporate promptly self-reports any suspected wrongdoing and cooperates fully in investigations, it can expect to be able to negotiate a deferred prosecution agreement (DPA) thereby avoiding prosecution, save in exceptional circumstances.
If you have knowledge of wrongdoing, the gamble of keeping this to yourself has never been riskier.
Self-reporting
The SFO stresses that whether, when and how a corporate self-reports suspected wrongdoing is a key consideration under the public interest stage of the Full Code Test for Crown Prosecutors. However, a prompt self-report of suspected corporate criminal conduct is a significant factor in favour of a DPA over prosecution. Additionally, exemplary co-operation from corporates that have not self-reported may also lead to DPA invitations.
The guidance notes that a corporate is not expected and should not fully investigate a matter before self-reporting. Instead, firms will need to self-report promptly having learnt of any direct evidence of suspected criminality.
Commercial organisations are asked to report using a secure reporting portal as a direct route to make self-reports to the Intelligence Division. Corporates or their legal representatives may also choose to discuss the reporting process with an Intelligence Division representative before making a submission through the portal.
Importantly, the SFO notes that it will not regard a report to another agency, for example through the submission of a Suspicious Activity Report, as a self-report to the SFO.
Co-operation expectations
The guidance highlights that the degree to which a corporate cooperates with the investigation is also a key factor on how a case is resolved and the level of penalty.
"Genuine" co-operation is essential for DPA eligibility, and the SFO states that co-operation during an investigation will require corporates to provide assistance that "goes above and beyond what the law requires". The guidance provides a non-exhaustive list of examples of co-operative conduct, and states that corporates which take all these steps are likely to be assessed as providing "exemplary" cooperation.
These include:
- Proactively and promptly preserving all digital and hard copy material likely to be relevant to our investigation.
- Collecting and identifying documents and information likely to be relevant to the investigation.
- Presenting a thorough analysis of the corporate’s compliance programme and procedures.
On privilege, while the SFO indicates it will not require an organisation to waive privilege in relation to investigation material, doing so will be regarded favourably, and in turn may influence the way the SFO is willing to deal with any wrongdoing.
The guidance also sets out examples of unco-operative conduct, including:
- Corporate "forum shopping" by unreasonably reporting offending to another jurisdiction for strategic reasons.
- Attempts to conceal the involvement of individuals, minimising, or withholding the full extent of the suspected offending.
- Tactically delaying the provision of information or material.
Timelines and updates
The guideline sets out what self-reporting companies can expect from the SFO.
It will contact the firm within 48 business hours of a self-report or other initial contact. The company will also be updated on a regular basis throughout the process, and decisions on whether to open an investigation will typically be made within six months, with investigations concluded in a reasonably prompt timeframe.
Companies can expect DPA negotiations to be concluded within six months of receiving any invitation.
Osborne Clarke comment
If a business may need to self-report, it will need to carefully consider and follow the guidance. Critically, the need for a prompt report and genuine co-operation thereafter will be likely to have a significant influence on the way the SFO approaches the investigation and its willingness to negotiate a DPA.
This guidance also needs to be viewed in the context of a comprehensive package of new measures introduced by the SFO in its Business Plan 2025-26, aimed at optimising its operations to combat corporate crime.
Any decision to self-report is always complex and finely balanced, but in our view the SFO's intention is for the guidance to encourage more organisations to go through its doors with a self-report. The stick that runs alongside the carrot of the guidance is the SFO's push to financially incentivise whistle-blowers. This does seem to be gaining political traction, and the message the SFO will push is that if a whistle-blower gets to them before an organisation self-reports, they are unlikely to be treated leniently.
For further details on the SFO’s guidance and how it may affect your organisation, please get in touch with your usual Osborne Clarke contacts or reach out to our experts below.
This Insight was drafted with the assistance of Michelle Tong, paralegal at Osborne Clarke.
