In April 2025, the Serious Fraud Office (SFO) published new guidance for corporations and businesses on self-reporting concerns about potential acts of serious or complex fraud, including corruption. The document explains the factors considered by the SFO when deciding whether to charge a business or corporation, or whether a deferred prosecution should be considered. In this article, we will explain the purpose of the new guidance from the SFO, the factors considered following self-reports of corporate wrongdoing, and what the SFO does following a self-report of serious or complex fraud.
What Is The SFO’s New Guidance For Self-Reporting?
The new guidance from the SFO sets out the factors they consider when going through the ‘public interest’ stage of a ‘Full Code Test for Crown Prosecutors’ when deciding on fraud cases. This test is used to determine whether or not to charge a corporate or invite it to Deferred Prosecution Agreement (DPA) negotiations. As the guidance explains, while each case will turn on its own facts, one of the key factors that weighs heavily in favour of a DPA over prosecution is whether there has been a prompt self-report.
The SFO director, Nick Ephgrave, stated, “Our new guidance sets out how corporates can report suspected criminality to us and what we expect from co-operating corporates. If you have knowledge of wrongdoing, the gamble of keeping this to yourself has never been riskier”.
When Will The SFO Consider A DPA?
The SFO has made clear in their new guidance that where a corporation self-reports an act of fraud to them in a prompt manner and fully co-operates with the process, rather than being prosecuted, they will be invited to enter into negotiations for a DPA unless there are exceptional circumstances. Furthermore, corporates who do not self-report but co-operate in an ‘exemplary’ manner with the SFO may also be considered for a DPA.
What Is Meant By ‘Exemplary Co-Operation’?
The SFO’s guidance provides a number of examples of what it views as exemplary behaviour in terms of co-operating with a fraud investigation. Examples include, but are not limited to:
- Promptly preserving all potentially relevant digital and hard copy material in anticipation of an investigation by the SFO.
- Gathering and disclosing documents and information that may be relevant to the investigation, including but not limited to:
- Supplying a list of document custodians and the locations of relevant material (digital or physical)
- Identifying and, where appropriate, producing relevant overseas documents within your control
- Highlighting any potentially pertinent material held by third parties
- Providing accurate translations of relevant documents in foreign languages.
When To Self-Report Suspected Fraud
Where a corporate is aware of suspected fraud, they should promptly self-report the matter to the SFO as they consider this “to be a mark of a responsible organisation”. The question that then arises is what the SFO considers to be ‘prompt’ and whether the matter should be investigated internally by the corporate before referring it to the SFO. On this question, the SFO states:
“We recognise that responsible corporates may consider it necessary to investigate suspicions of suspected offending before a self-report in order to understand the nature and extent of any offending”.
This does not mean that the SFO expects corporates to conduct a full investigation before self-reporting. On this, the guidance states that if a corporate already has ‘direct evidence’ of offending, then they should self-report as soon as this comes to light. Where more investigation is required to gather direct evidence before self-reporting, this is viewed as acceptable by the SFO.
How To Self-Report Suspected Corporate Wrongdoing
If you suspect wrongdoing, such as fraud, within your organisation, you can report the matter to the SFO using their online secure reporting form. You will be asked to provide details of any relevant known facts, evidence, and the individual(s) involved. On receipt of the self-report, the case will be passed to their Intelligence Division. They aim to make contact with self-reporters within 48 business hours.
The information provided in the self-report will be used by the team to assess the nature and extent of the suspected offending. Evidence is a key consideration for the SFO. The guidance explains that in relation to evidence:
- The SFO expects to be told about the whereabouts of key material and any risks associated with the destruction of key evidence or the dissipation of relevant assets and
- Before any digital material is provided, the corporate should agree with them on the correct digital format for such material to be received.
A decision on whether or not to open an investigation will ordinarily be taken within six months. Where a self-reporting corporate is invited to negotiate a DPA, these are normally concluded within 6 months of the invitation.
In Summary
The new guidance is a first for the SFO and confirms that they will consider a DPA in relation to corporate wrongdoing if a prompt self-report is made and the organisation co-operates fully. A DPA invitation may also be extended where self-reporting has not occurred, but the corporate has provided exemplary co-operation.
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