What is the UK Bribery Act 2010?

The UK Bribery Act 2010 is the United Kingdom's consolidated anti-bribery statute. It is widely regarded as one of the strictest anti-bribery laws because it covers both public and private-sector bribery and makes companies liable for failing to prevent bribery, without the prosecution having to prove that senior management knew about it.

What offences does the Act create?

• Section 1, bribing another person: offering, promising or giving a financial or other advantage intending to induce or reward improper performance of a function.
• Section 2, being bribed: requesting, agreeing to receive or accepting such an advantage.
• Section 6, bribing a foreign public official: intending to influence the official to obtain or retain business or an advantage in the conduct of business.
• Section 7, failure of a commercial organisation to prevent bribery: a relevant commercial organisation is guilty if a person associated with it bribes another person intending to obtain or retain business or an advantage for the organisation.

Under s. 11, individuals face up to ten years' imprisonment. The s. 7 offence carries an unlimited fine.

Who is an associated person?

Under s. 8, an associated person is someone who performs services for or on behalf of the organisation. This is decided by the substance of the relationship, not its label, so it can include employees, agents, distributors, consultants, joint-venture partners and subsidiaries. Because the organisation is liable for what these third parties do, vendor due diligence and integrity due diligence on intermediaries are central to compliance.

What is the adequate procedures defence?

Section 7(2) gives an organisation a complete defence if it proves it had adequate procedures designed to prevent associated persons from committing bribery. The Ministry of Justice guidance issued under s. 9 in March 2011 sets out six principles:

1. Proportionate procedures matched to the risks and the organisation's size and complexity.
2. Top-level commitment from the board and senior management.
3. Risk assessment that is periodic, informed and documented.
4. Due diligence on people who perform services for the organisation.
5. Communication, including training, so policies are understood.
6. Monitoring and review of procedures, with improvements where needed.

These principles have become a global reference. Because India's Prevention of Corruption Act has an adequate procedures defence in s. 9 but no notified guidelines, many Indian companies use them to design their programmes. A documented fraud risk assessment that includes bribery risk is usually the starting point.

What is the failure to prevent fraud offence?

The UK has since extended the "failure to prevent" model to fraud. Section 199 of the Economic Crime and Corporate Transparency Act 2023 (ECCTA) created a separate corporate offence of failure to prevent fraud, in force from 1 September 2025. It applies to large organisations meeting two of three tests in the preceding financial year: more than 250 employees, more than £36 million turnover, or more than £18 million total assets. An organisation can be liable where an associated person commits a specified fraud intending to benefit it or its clients. The defence is having reasonable fraud prevention procedures, and the Home Office has issued guidance on what these look like.

For Indian groups with UK operations, this means anti-bribery and anti-fraud programmes increasingly need to be designed together.

What red flags matter under the Act?

• intermediaries paid success fees without clear deliverables;
• gifts and hospitality to customers' decision-makers that exceed policy;
• kickback arrangements with procurement staff at private-sector clients;
• requests to split invoices or pay into third-country accounts;
• resistance from agents to audit rights or anti-bribery clauses.

How does it differ from the FCPA?

The US FCPA covers only bribery of foreign officials and has a narrow exception for facilitating payments for routine governmental action (15 U.S.C. §78dd-1(b)); the UK Act covers private bribery too and contains no equivalent exception. The FCPA has accounting provisions for issuers; the UK Act instead relies on the s. 7 corporate offence. Our article on how the FCPA and UK Bribery Act reach Indian companies compares them in practice, and our anti-bribery and corruption service covers risk assessments, third-party checks and investigations.