UK Bribery Act 2010

Why does it matter?

Section 7 makes a commercial organization liable for bribery by anyone who performs services for or on its behalf, anywhere in the world, and the only defense is proof of adequate procedures. A conviction under section 7 carries an unlimited fine (section 11(3)); an individual convicted under sections 1, 2 or 6 faces up to ten years in prison, and senior officers who consent to or connive in an offense by a company are personally guilty (section 14). The Act also covers private-sector bribery, with no exemption for facilitation payments.

Key benefits include:

• A defense that must be evidenced

Section 7(2) places the burden on the organization to prove adequate procedures, so policies, risk assessments and due diligence files must exist before an incident.

• Reach beyond the UK

Under section 12(5) the corporate offense applies whether or not the acts take place in the UK, if the organization carries on a business or part of one there.

• Private and public bribery

Sections 1 and 2 cover bribes to any person performing a function connected with a business, employment or a public function (section 3).

• Foreign officials

Section 6 criminalizes bribing a foreign public official to obtain or retain business, unless the official's written law permits the influence.

• Personal liability

Section 14 makes a director, manager or secretary guilty where a company's offense is proved to have been committed with their consent or connivance.

How does it work?

Sections 1 and 2 define six cases. Cases 1 and 2 cover offering, promising or giving a financial or other advantage intending to induce or reward improper performance of a relevant function or activity; cases 3 to 6 cover requesting, agreeing to receive or accepting one. A function is relevant if it is public, connected with a business, performed in employment or performed for a body of persons and meets condition A (good faith), B (impartiality) or C (position of trust) (section 3). Performance is improper if it breaches the relevant expectation (section 4), judged by what a reasonable person in the UK would expect, with local custom disregarded unless the written law of the country permits it (section 5).

Section 6 applies to a person who intends to influence a foreign public official in that capacity and to obtain or retain business. Section 7 applies to a relevant commercial organization, a UK-incorporated body or partnership that carries on a business anywhere, or any body or partnership that carries on a business or part of one in the UK (section 7(5)). Section 8 defines an associated person as anyone who performs services for or on behalf of the organization, in any capacity, judged on all the relevant circumstances; an employee is presumed to be one.

The Ministry of Justice guidance says bona fide, reasonable and proportionate hospitality and promotional expenditure is not criminalized (paragraphs 26 and 27) but can be used as a bribe, and that the Act has no exemption for facilitation payments (paragraphs 44 and 45). Its commentary on each principle explains what proportionate procedures look like for small and large organizations and includes case studies.

Key Elements

• General offenses (sections 1 and 2)

Offering, promising or giving an advantage, or requesting, agreeing to receive or accepting one, tied to improper performance of a relevant function or activity.

• Foreign public officials (section 6)

Bribing a foreign official to influence the official, to obtain or retain business or an advantage in the conduct of business.

• Failure to prevent bribery (section 7)

An associated person bribes intending to benefit the organization; the defense is adequate procedures proved by the organization.

• Associated persons (section 8)

Anyone who performs services for or on behalf of the organization, including an employee, agent or subsidiary.

• Six principles (section 9 guidance)

Proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, monitoring and review.

• Penalties (section 11)

Individuals: up to ten years on indictment, or up to 12 months summary (6 months in Northern Ireland) or the statutory maximum fine; an organization convicted under section 7: an unlimited fine on indictment.

• Territorial reach (section 12)

Offenses abroad by people with a close connection to the UK; section 7 applies wherever the acts take place.

What does it cover?

The Act applies to individuals, and to bodies corporate and partnerships that are formed in the UK or that carry on a business or part of a business there, wherever the bribery takes place. It covers bribery in the public and private sectors. Section 12(4) defines a close connection to include British citizens and other listed British nationalities, individuals ordinarily resident in the UK, UK-incorporated bodies and Scottish partnerships. Section 13 gives a defense for conduct necessary to the proper exercise of an intelligence service function or of the armed forces on active service. The guidance stresses proportionality for smaller organizations.

What are its objectives?

The long title describes the Act as making provision about offenses relating to bribery. Its provisions do the following.

Create the general offenses of bribing and being bribed, and abolish the common law offenses of bribery and embracery (section 17).

Create a separate offense of bribing a foreign public official (section 6).

Make commercial organizations liable for failing to prevent bribery by associated persons (section 7).

Make adequate procedures the defense to the corporate offense (section 7(2)).

Require the Secretary of State to publish guidance on those procedures (section 9).

Framework in Context

The Act differs from the U.S. Foreign Corrupt Practices Act in reach and in what it allows: it covers private-sector bribery and, as the Ministry of Justice guidance notes, provides no exemption for facilitation payments. Deferred prosecution agreements are available in England and Wales for offenses under sections 1, 2, 6 and 7 (Crime and Courts Act 2013, Schedule 17, paragraph 26). A separate offense of failure to prevent fraud, created by the Economic Crime and Corporate Transparency Act 2023, has applied to large organizations since September 1, 2025. Organizations often use ISO 37001 to structure anti-bribery procedures, but the defense turns on whether the procedures are adequate.

Common Framework Mappings

Organizations map the section 7 defense and the six principles to the anti-corruption laws, management system standards and compliance program benchmarks they must also satisfy, so that one set of procedures and evidence serves all of them.

Mapped frameworks include:

FCPA

DOJ ECCP

USSG §8B2.1

ISO 37001:2016

ISO 37301:2021

ISO 31000:2018

COSO IC 2013

UK GDPR

SOX

OCEG Red Book 3.5

IIA Three Lines Model