On 24 April 2025, the Serious Fraud Office (SFO) published new guidance for firms about self-reporting, co-operation and Deferred Prosecution Agreements (DPAs) – a timely development in light of the failure to prevent fraud offence coming into force on 1 September 2025, which the SFO has recently said it is looking to prosecute (see further here). It is also relevant in the context of the liability for economic crime committed by senior managers introduced under the Economic Crime and Corporate Transparency Act 2023, and the new proposal under the Crime and Policing Bill to expand this senior manager liability to all criminal offences (see further here).

The guidance states for the first time that if a firm promptly self-reports suspected wrongdoing to the SFO and co-operates fully with investigators, it can expect to be invited to negotiate a DPA rather than face prosecution, unless exceptional circumstances apply. Under the guidance, a self-reporting firm can expect the SFO to: (i) contact it within 48 business hours of a self-report or other initial contact; (ii) regularly update it throughout the process; (iii) provide a decision whether to open an investigation within six months of a self-report; (iv) conclude its investigation within a prompt time frame; and (v) conclude DPA negotiations within six months of sending an invite.

In terms of how to self-report, the guidance provides that this should be done directly to the Intelligence Division, which includes a legal team, headed by a senior lawyer, who will manage the initial engagement with the firm and/ or their legal representatives. Initial contact can be made through a secure reporting form (which is linked in the guidance itself). Firms or their legal representatives can discuss the reporting process with an Intelligence Division representative before making a portal submission.

The guidance states that whilst the SFO recognises that firms 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, it does not expect a firm to fully investigate the matter before self-reporting. If there is direct evidence of corporate offending, the SFO would expect a firm to self-report soon after learning of that evidence. If the position is less clear-cut the SFO recognises that some further investigation may be necessary.

The guidance also provides information on what the SFO views as ‘genuine co-operation’. Examples of co-operative conduct given include: (i) proactively preserving all digital and hard copy material likely to be relevant to the SFO investigation; (ii) collecting and identifying to the SFO documents and information likely to be relevant to the investigation; (iii) presenting the facts on the suspected criminal conduct, including identifying all persons involved; (iv) early and ongoing engagement with the SFO on any internal investigation; and (v) presenting a thorough analysis of the firm’s compliance programme and procedures in place at the time of offending and how the firm has remediated, or plans to remediate, any ongoing deficiencies. In terms of privilege, the guidance states that a firm which maintains a valid claim of legal professional privilege (LPP) over relevant material will not be penalised for doing so. However, it considers a waiver of LPP to be a “significant co-operative act”.

Finally, the guidance gives examples of what the SFO views as uncooperative conduct, including “forum shopping” by unreasonably reporting offending to another jurisdiction for strategic reasons, attempts to minimise or obfuscate the involvement of individuals and tactically delaying providing information or material.

If you have any queries about the new guidance, or the other developments mentioned in this blog, please do not hesitate to contact any of the authors.