How the SFO’s 2025 Update Changes Corporate Fraud Investigations
On 24 April 2025, the UK Serious Fraud Office (SFO) issued new guidance aimed at encouraging businesses to self-report suspected fraud, bribery, or corruption. The changes offer greater clarity around when companies may be offered a Deferred Prosecution Agreement (DPA) instead of criminal charges, provided they act openly and cooperatively.
What is a Deferred Prosecution Agreement?
A Deferred Prosecution Agreement is a legal mechanism introduced under the Crime and Courts Act 2013 that allows an organisation to avoid criminal prosecution by meeting certain conditions. These typically include:
- Payment of a financial penalty
- Implementation of compliance reforms
- Ongoing cooperation with investigations
- Disgorgement of profits gained through wrongdoing
DPAs are subject to judicial approval and are only available to corporate entities, not individuals. They have been used in high-profile cases such as those involving Rolls-Royce and Airbus and are designed to allow companies to make reparations without enduring the collateral damage of a full criminal trial.
New Incentives for Companies to Self-Report
The most significant shift in the SFO’s April 2025 guidance relates to how businesses are treated when they self-report suspected fraud, bribery, or corruption. For the first time, the SFO has clearly stated that a company which self-reports promptly and cooperates fully can expect to be invited to negotiate a DPA, rather than face criminal charges, unless exceptional circumstances apply.
This change provides a clearer incentive for companies to come forward early, with the reassurance that cooperation will be formally recognised. In addition to this, the SFO has introduced structured timelines to reduce uncertainty during the self-reporting process. The agency has committed to:
- Contacting the company within 48 business hours of receiving a report
- Deciding whether to open a full investigation within six months
- Concluding any resulting DPA negotiations within six months of issuing an invitation
This is a notable departure from previous practice, where the outcome of self-reporting was far less predictable. The new framework is designed to promote transparency, reduce delays, and increase the chances of early resolution for companies that act responsibly.
Other Key Changes to Corporate Cooperation
The guidance also gives more detail on what constitutes genuine cooperation during an investigation, whether or not a company has self-reported. To be considered cooperative, a business is expected to preserve relevant evidence, present the facts clearly, identify the individuals involved, and engage with the SFO before taking steps such as internal interviews or disciplinary action.
At the same time, the SFO has outlined examples of behaviour it will treat as uncooperative, including:
- Overloading investigators with irrelevant material
- Deliberately delaying the release of information
- Obscuring or minimising individuals’ roles
- Exploiting legal differences between jurisdictions
- Reporting to overseas regulators simply to avoid UK scrutiny
These updates make clear that while the SFO is encouraging openness, it is also prepared to take a firm line against companies that attempt to game the system.
What the New SFO Guidance Means for Individuals Under Investigation
While the guidance is aimed at corporations, its impact will be felt most acutely by individuals within those organisations, especially directors, senior managers and employees involved in decision-making or compliance. For clients of Draycott Browne, this is a critical development.
When a company self-reports, it is often required to assist the SFO in identifying those responsible for the misconduct. This may involve handing over internal documents, communications, and interview notes, or naming individuals who had knowledge of or involvement in the wrongdoing. The SFO may then investigate or prosecute those individuals even if the company avoids formal charges through a DPA.
Individuals can quickly become the focus of a criminal investigation, often without warning once SFO cooperation begins. They may be asked to engage with both internal reviews and law enforcement without the benefit of independent legal advice.
Those most likely to be affected include:
- Directors and board members
- Financial officers and compliance personnel
- Legal advisors and internal investigators
- Operational managers involved in the offending conduct
If you are in one of these roles, or if your employer is preparing to self-report, it is essential to understand your rights and seek independent legal representation at the earliest opportunity. You may face interviews, requests for documents, or potential arrest if the SFO identifies grounds for prosecution. The sooner you take legal advice, the better your chances of protecting your position and responding strategically.
What Should You Do If You’re at Risk?
If your company is preparing to self-report to the SFO, or if you’ve been approached as part of an internal investigation, there is a very real possibility that you could become the focus of a criminal enquiry. This applies whether you are a senior executive, manager, compliance officer or financial controller.
Once a company begins cooperating with the SFO, it may be required to hand over sensitive materials that could implicate individuals, including:
- Internal communications such as emails, messages and meeting notes
- Board reports, financial records and compliance reviews
- Witness statements or summaries from internal interviews
- Records of decisions made, even where authority was unclear
- Private correspondence or documents stored on work devices
Even where your role in the matter is limited or misunderstood, your name may still be passed to investigators as part of the company’s effort to demonstrate full transparency. While the business may avoid prosecution through a DPA, individuals named in the process are often left to face formal investigation or charges alone.
This is where early, specialist legal advice is essential.
At Draycott Browne, we act for individuals facing investigation in some of the most complex and high-profile fraud cases in the UK. Our team includes expert Fraud Solicitors & Corporate Fraud Solicitors who understand the tactics used by the SFO and other regulators when building cases around internal disclosures and self-reports. We can advise you on how to respond to internal interviews, help you assess the evidence against you, and intervene directly with investigators to protect your rights and your reputation.
If you have been contacted as part of a corporate investigation or believe that a company may be preparing to self-report, contact our Criminal Solicitors today. The earlier we are involved, the more effectively we can protect your interests and prepare your defence.