Company Director Facing Criminal Charges: Can You Be Personally Prosecuted?

When Can a Company Director Be Personally Prosecuted?

Under English law, a company is a separate legal person and can be prosecuted in its own right. A company investigation does not automatically become a personal matter for its directors. 

However, the assumption that the company absorbs all criminal liability is one of the most significant mistakes a director can make.

These provisions arise in areas such as health and safety, company administration and other regulatory offences. The precise requirements depend on the legislation involved.

A director may also be prosecuted for offences they personally commit, including fraud or bribery. In those cases, liability arises from their own conduct rather than simply their position within the company.

What the consent, connivance and neglect test means in practice

The most common statutory route to personal liability for company director criminal charges rests on three distinct triggers: consent, connivance and neglect. Any single one of these is sufficient to establish personal liability. 

A prosecutor does not need to prove all three:

• Consent means the director knew what was happening and agreed to it. Importantly, the director does not need to have known that the conduct was unlawful. It is enough that they knew the underlying facts and agreed to them.
• Connivance involves knowingly allowing wrongdoing to continue, which may include deliberately turning a blind eye to conduct the director was aware of.

• Neglect means the director failed to do something they were required to do. Where an offence requires proof of intention, knowledge or dishonesty, neglect as a basis for personal liability is generally limited to offences of strict liability or negligence.

Not every law includes all three grounds. For example, some offences provide for liability based on consent or connivance without including neglect.

The prosecution must establish the requirements of the particular offence. A director cannot be convicted simply because something went wrong within their area of responsibility.

Can a director be charged without the company being convicted?

A company does not always have to be separately convicted before proceedings can be brought against a director.

Where personal liability depends on an offence committed by the company, prosecutors must still establish that the corporate offence occurred and that the conditions for the director’s liability are satisfied.

Proceedings may continue against a director even if the company has been dissolved or is not itself prosecuted.

A director may also face charges based on their own actions, independently of whether the company committed an offence.

Can Both the Company and the Director Face Charges?

A company and one or more directors can face criminal proceedings arising from the same conduct.

For example, a company may be investigated for a health and safety breach while a director is separately examined for their knowledge of the risk or failure to fulfil relevant responsibilities.

Where the legal requirements are met, both may be prosecuted. However, charges against one do not automatically establish guilt on the part of the other.

The company’s interests may also differ from those of its directors. Its legal strategy might involve identifying failures by particular individuals, while a director may dispute having responsibility for the conduct.

Changes to corporate criminal liability have also widened the circumstances in which a company may be prosecuted.

Under the Crime and Policing Act 2026, a company or partnership may be criminally liable where a senior manager commits an offence while acting within the actual or apparent scope of their authority, subject to the statutory conditions.

This replaced the earlier economic-crime-specific senior manager provisions introduced by the Economic Crime and Corporate Transparency Act 2023.

The 2023 Act also introduced a separate failure to prevent fraud offence for large organisations, which came into force in September 2025. That offence does not automatically make individual directors personally liable for failing to prevent fraud.

These rules concern different routes to criminal liability. Whether the company, a director or both can be prosecuted depends on the offence and the evidence available.

How Your Role, Knowledge and Decisions May Affect the Case

Whether a director faces personal criminal liability is a fact-specific analysis. 

What investigators and prosecutors will examine is what the director actually knew, what decisions they made, what they were required to do and whether they took appropriate steps. 

General statements about seniority or business structure carry limited weight without reference to what actually happened.

Does it matter if I delegated the work?

Delegation is relevant but it does not automatically break the connection between a director and a criminal offence.

The question is whether the director maintained appropriate oversight after delegating and whether, given their responsibilities, they knew or should have known what was happening. 

For regulatory and strict liability offences in particular, failure to maintain adequate oversight after delegation may itself constitute neglect.

A director who delegates a function and then pays no meaningful attention to how it is carried out may find that the delegation provides less protection than they assumed.

Does it matter if I did not know what was happening?

Genuine ignorance may assist a director’s position, but courts look carefully at whether the ignorance was genuine. If a director had reason to suspect a problem and chose not to investigate, that can amount to connivance. 

If the director’s role required them to maintain oversight and they failed to do so, that can amount to neglect for certain categories of offence.

For offences requiring dishonesty or intention, such as fraud, the threshold is higher. Carelessness alone is unlikely to establish the consent or connivance needed for personal liability in those cases. 

For strict liability or regulatory offences, the analysis is less forgiving of a director who simply did not look.

Does my job title or seniority matter?

Your position within the company can help establish which decisions you controlled and what responsibilities you were expected to fulfil.

However, being a director, senior manager or company secretary does not automatically make you responsible for every corporate offence.

Non-executive directors may also face scrutiny where their responsibilities and conduct are relevant to the alleged wrongdoing.

In some circumstances, people who exercise significant influence over a company without holding a formal directorship may fall within relevant legal provisions.

The assessment depends on the statutory definition, the individual’s actual role and their involvement in the conduct under investigation.

What to Do if Investigators Contact You

If investigators contact you about suspected company wrongdoing, establish why they are approaching you and what information they are requesting.

Contact may come from the police, Serious Fraud Office, Health and Safety Executive or another regulator, depending on the allegations.

You may initially be approached for documents or information rather than as a suspected offender. However, the investigation may develop as further evidence emerges.

Witness or suspect: why the distinction matters

The first question to establish is whether investigators are approaching you as a witness or as a suspect. 

• As a witness, investigators want information you may hold and you are not currently the target of the investigation. 
• As a suspect, you are under personal investigation and your rights, including the right to be cautioned, apply immediately.

These categories are not fixed. A person approached as a witness can become a suspect as an investigation develops. 

Even if you are initially told that you are a witness, taking independent legal advice before making any substantive response remains appropriate. The framing given at the outset does not guarantee that your position will not change.

Voluntary interviews under caution

If you are invited to attend a voluntary interview under caution, this is a formal step and should be treated as such. 

A caution means that you are warned that you do not have to say anything, but that it may harm your defence if you do not mention when questioned something you later rely on in court, and that anything you do say may be given in evidence.

You are entitled to have a solicitor present at a voluntary interview under caution. You should not attend without independent legal advice. 

What you say, or choose not to say, in that interview can have consequences at trial, and those consequences are matters for legal advice specific to your position.

Preserving documents and communications

Once an investigation is live, or once you have reasonable grounds to anticipate that one may follow, you should not destroy or alter records, documents or communications that could be relevant. 

Doing so can itself become a criminal matter, and the consequences of interfering with evidence are serious.

Take advice on what preservation obligations apply in your specific situation before taking any action with documents, emails or other records. 

The scope of what may be relevant is often wider than individuals initially assume.

You should also check whether any regulatory or investigative process has imposed a response deadline. Missing a required deadline can carry its own consequences and can affect how the investigation proceeds.

Before you have your own independent legal advice, avoid discussing the matter with colleagues, other directors or the company’s legal team. If interests may differ, those conversations can complicate your position.

Do You Need a Separate Solicitor From the Company?

The company’s solicitors represent the company. They do not automatically represent its directors in their personal capacity.

This distinction becomes important where an investigation concerns decisions made by individual officers or employees.

For example, the company may seek to demonstrate that wrongdoing resulted from one director acting outside their authority. The director concerned may dispute that account or argue that the decisions were approved more widely.

The company’s legal strategy may therefore differ from your personal defence.

A conflict may also arise where the company is considering cooperation with investigators, disclosure of internal records or a negotiated resolution.

The Solicitors Regulation Authority requires solicitors to comply with rules governing conflicts of interest. Whether one firm can act for more than one party depends on the circumstances and the applicable professional rules.

Having your own solicitor allows you to obtain advice about your personal liability, rights and options independently of the company’s position.

This does not mean that a conflict always exists. However, where personal prosecution is possible, you should establish who is acting for you before relying on advice given to the company.

Penalties and Sentencing if a Director Is Convicted

The sentence a director may receive depends on the offence, their involvement and the circumstances established by the evidence.

Business crime covers a wide range of conduct, so there is no single penalty for a director who is personally convicted.

Under the Fraud Act 2006, the main fraud offences carry a maximum sentence of ten years’ imprisonment in the Crown Court.

The main offences under the Bribery Act 2010 also carry a maximum custodial sentence of ten years for individuals.

Offences under the Health and Safety at Work etc. Act 1974 may result in fines or imprisonment, depending on the specific offence. Individuals convicted of certain offences can face up to two years’ imprisonment.

The Companies Act 2006 contains a range of criminal offences with different penalties. Some are punishable by fines, while others may result in imprisonment.

It is therefore important to identify the exact offence rather than assume that all breaches of directors’ duties carry the same criminal consequences.

Companies may separately face substantial financial penalties, including unlimited fines for certain offences.

Where both a company and a director are convicted, the court considers their respective legal liability and the applicable sentencing provisions.

How an Investigation or Conviction Could Affect Your Role

An investigation or conviction can affect a director’s position within a company, although the consequences are not the same in every case.

A criminal conviction may lead to director disqualification, professional restrictions or regulatory action.

Under the Company Directors Disqualification Act 1986, a court can disqualify someone from acting as a director or taking part in company management.

Disqualification can follow certain criminal convictions connected with company activities. It may also arise through separate proceedings concerning unfit conduct, including investigations involving insolvent companies.

The maximum disqualification period is generally fifteen years, although the applicable limits depend on the legal grounds and court involved. There is no universal two-year minimum.

Disqualification proceedings are separate from criminal sentencing. They may also be resolved through a disqualification undertaking in appropriate circumstances.

A conviction may have additional consequences if you work in a regulated sector.

For example, directors in financial services may face assessments concerning their fitness and propriety under the rules of the Financial Conduct Authority or Prudential Regulation Authority.

An investigation alone may also create practical difficulties, particularly where bail conditions, regulatory restrictions or internal company decisions affect your responsibilities.

The Role of a Business Crime Solicitor

A business crime solicitor can assess your personal position when a company investigation raises concerns about your conduct or responsibilities.

They can explain whether you are being approached as a witness or suspect, identify the legal requirements of any potential charges and review evidence concerning your knowledge and involvement.

This may include examining company records, compliance procedures, board decisions and communications relevant to the investigation.

A solicitor can also advise on document preservation, disclosure requests and interviews under caution.

Where the company has separate legal representation, your solicitor can consider any conflicts of interest and advise on how your position should be managed.

If criminal proceedings follow, they can represent you through the relevant stages, assess available defences and explain potential sentencing or disqualification consequences.

Speak to a Business Crime Solicitor

If you are a company director facing an investigation, understanding your personal exposure is important, even where the company is the main subject of enquiries.

Our business crime solicitors can review the allegations, advise on your responsibilities and explain how to respond to investigators.

They can also assess whether you need representation separate from the company’s legal team.

Send an Online Enquiry or Book a Consultation to discuss your position and next steps.