Briefing: SFO External Guidance on Corporate Co-Operation and Enforcement

Overview

The Serious Fraud Office (SFO) has recently issued new guidance on corporate co-operation and self-reporting of criminal offences. The SFO External Guidance on Corporate Co-Operation and Enforcement (the Guidance) published on 24 April 2025 explains when and how a company should self-report potential criminal wrongdoing to the SFO, what it can expect after making a report, and the circumstances under which a company will not be prosecuted and instead offered a Deferred Prosecution Agreement (DPA).

Importantly, the Guidance encourages self-reporting by stating that companies that self-report promptly and fully co-operate with the SFO will be invited to negotiate a DPA, avoiding criminal prosecution, unless exceptional circumstances apply. 

Key Points:

1. Self-Reporting

The Guidance highlights that while prompt self-reporting of suspected corporate criminal conduct is seen as a mark of a responsible organisation, failure to self-report within a reasonable timeframe will, in contrast, weigh in favour of prosecution. 

The SFO recognises that in some cases, corporates may consider an investigation into suspected wrongdoing necessary. However, the SFO’s expectation is that where there is “direct evidence” of an offence, this should be self-reported promptly. 

Where companies opt to self-report, the Guidance outlines a clear timeline that the SFO aims to adhere to. The SFO will seek to:

• Respond to self-reports within 48 hours.
• Provide regular updates on the status of the self-report.
• Determine whether to initiate an investigation within six months.
• Conclude investigations and DPA negotiations within six months of issuing an invitation.

The Guidance further clarifies that reporting to other agencies does not qualify as a self-report to the SFO unless the suspected offending is reported to the SFO simultaneously or immediately thereafter. For example, submitting a Suspicious Activity Report to another agency without notifying the SFO at the same time would not be considered a self-report.

2. Co-operation Standards

Genuine co-operation is crucial for eligibility to negotiate a DPA. This includes preserving relevant material, providing timely updates, and assisting with interviews. However, it should be noted that while the SFO is seeking to encourage early self-reporting with this new Guidance, it also clarifies that even where corporates do not self-report, they can still be invited to negotiate a DPA if they provide exemplary co-operation. Conversely, the Guidance also notes that failure to co-operate fully can result in harsher penalties, including prosecution.

Several indicators of good practice are provided in the Guidance including: 

• Preserving all relevant material promptly.
• Collecting and identifying pertinent documents and information.
• Providing translations for relevant foreign language documents.
• Presenting comprehensive facts on the suspected criminal conduct.
• Engaging early with the SFO to define investigation parameters.
• Providing timely updates and non-privileged records of interviews.
• Notifying the SFO of other regulator or law enforcement involvement.
• Informing the SFO of previous relevant corporate criminal conduct and its resolution.
• Providing financial information regarding the benefit and/or harm caused by the offending.
• Assisting with access to employees for interviews and ensuring independent legal advice.
• Waiving legal professional privilege (LPP) over relevant materials.
• Refraining from interviewing employees at the SFO's request.
• Analysing and detailing compliance programs and remediation plans.
• Providing information on disciplinary actions and personnel changes

The Guidance also identifies uncooperative conduct such as forum shopping, exploiting differences between international law enforcement agencies, obfuscating the involvement of individuals, delaying the provision of information, and overloading the investigation with unnecessary material.

Conclusion

The new guidance is expected to renew interest in self-reporting, highlighting the SFO’s commitment to encouraging DPAs, including for the new failure to prevent fraud offence.

The clear timeline and presumption in favour of DPAs for self-reporting and co-operation are positive developments. However, companies must remain cautious due to uncertainties around fines and the high standard of co-operation required. While the SFO’s active engagement with corporates is commendable, some details, such as specific compliance standards and profit calculation methods, remain unclear.

Overall, the new SFO guidance represents a proactive approach to corporate co-operation and self-reporting, offering significant incentives for companies to disclose suspected wrongdoing. Nevertheless, companies must carefully consider their options, given the high standards for co-operation and the remaining uncertainties.

For further information or specific advice on how this guidance may impact your organisation, please contact our team.