FCPA and UK Bribery Act: When Foreign Anti-Bribery Laws Reach Indian Companies

Foreign anti-bribery laws can reach an Indian company when it has a recognised connection to the foreign country: a US securities listing, conduct in US territory or a role as agent or partner of a US business, in the case of the US Foreign Corrupt Practices Act (FCPA); or carrying on business in the UK, in the case of the UK Bribery Act 2010. The bribery itself can take place entirely in India. For Indian groups with overseas listings, subsidiaries, customers or investors, this exposure sits alongside liability under the Prevention of Corruption Act 1988.

This post sets out the jurisdictional hooks, what changed in US enforcement in 2025, and the UK's newer failure-to-prevent-fraud offence.

How does the FCPA reach companies outside the US?

The FCPA has two parts: anti-bribery provisions and accounting provisions.

Anti-bribery provisions

The anti-bribery provisions prohibit corruptly giving anything of value to a foreign official to obtain or retain business. They apply to three categories:

A “foreign official” from the US perspective includes Indian public officials and, potentially, employees of Indian state-owned enterprises. Indian subsidiaries of US companies are a common route to exposure, because the parent can be liable for bribes paid by or through its Indian operations.

Accounting provisions

For issuers, the FCPA also requires books and records that accurately reflect transactions in reasonable detail, and a system of internal controls over accounting. These provisions do not require proof of bribery. A disguised payment recorded as a “consultancy fee” in an Indian subsidiary's books can itself breach the issuer's obligations once consolidated.

Enforcement agencies

The Department of Justice (DOJ) handles criminal enforcement, and civil enforcement against domestic concerns. The Securities and Exchange Commission (SEC) handles civil enforcement against issuers.

What changed in FCPA enforcement in 2025?

US enforcement policy shifted significantly in 2025, but the law itself did not change.

1. Executive Order 14209 (10 February 2025), “Pausing FCPA Enforcement to Further American Economic and National Security”, directed the Attorney General to pause new FCPA investigations and enforcement actions, review existing matters and issue updated guidelines.
2. DOJ Guidelines (9 June 2025). Deputy Attorney General Todd Blanche issued “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act”, which ended the pause. New investigations need approval from the Assistant Attorney General of the Criminal Division or above. Prosecutors are told to focus on individuals, weigh collateral consequences and not to prioritise routine, low-value business courtesies.
3. Four priority areas were identified: links to cartels or transnational criminal organisations; conduct that deprives US companies of fair competition; threats to US national security; and serious bribery with strong indicia of corrupt intent.

For Indian companies, the practical reading is cautious. The anti-bribery and accounting provisions and the DOJ's and SEC's powers are intact, and policies can change again. Conduct that falls within a priority area, particularly where a non-US competitor is alleged to have won business through bribery at the expense of a US company, may attract attention. Activity levels in 2025 were low, but a programme built around the risk of enforcement pausing is a weak programme.

How does the UK Bribery Act reach Indian companies?

The UK Bribery Act 2010 creates offences of bribing (s. 1), being bribed (s. 2) and bribing a foreign public official (s. 6). For companies, the most important is s. 7.

Section 7: failure to prevent bribery

Under s. 7, a relevant commercial organisation is guilty of an offence if a person associated with it bribes another person intending to obtain or retain business or an advantage for the organisation. An associated person is someone who performs services for or on its behalf (s. 8), which can include employees, agents and subsidiaries.

A “relevant commercial organisation” includes a body or partnership incorporated anywhere that carries on a business, or part of a business, in any part of the United Kingdom. An Indian company with a UK branch, office or trading presence may therefore fall within s. 7 even if the bribery happens in India or elsewhere. The penalty is an unlimited fine; individuals convicted of the main offences face up to ten years' imprisonment.

The adequate procedures defence

The defence under s. 7(2) is proof of adequate procedures to prevent bribery. The Ministry of Justice guidance of 2011 sets out six principles: proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review. Indian companies already use these principles to design programmes under s. 9 of the Prevention of Corruption Act, as explained in our post on building an anti-bribery programme in India.

Facilitation payments

Unlike the FCPA, which has a narrow exception for routine governmental action, the UK Act has no facilitation-payment exception. Indian law has none either. Groups subject to both regimes usually prohibit facilitation payments entirely.

What is the UK failure to prevent fraud offence?

The Economic Crime and Corporate Transparency Act 2023 (ECCTA), s. 199, created a new corporate offence of failure to prevent fraud, in force from 1 September 2025.

• What it covers: a large organisation is liable where an associated person, such as an employee, agent, subsidiary or service provider, commits a specified fraud offence intending to benefit the organisation or its clients.
• Who it applies to: “large organisations” meeting two of three tests in the preceding financial year: more than 250 employees, more than £36 million turnover and more than £18 million total assets.
• Defence: reasonable fraud prevention procedures.
• Penalty: an unlimited fine.

The Home Office guidance explains that non-UK organisations can be caught where there is a UK nexus: where one of the acts forming part of the fraud took place in the UK, or where gain or loss actually occurred in the UK. An Indian group meeting the size tests whose employees or agents commit fraud targeting UK customers or investors could therefore be exposed.

This offence reaches beyond bribery to fraud generally, such as false representations to customers or investors. Indian groups with UK revenue or UK subsidiaries should check whether their fraud risk management, not just their anti-bribery controls, would meet the “reasonable procedures” standard. Our guide on building a fraud risk management framework covers the board-level elements.

How do these laws interact with Indian law?

Indian law applies in parallel. Under s. 9 of the Prevention of Corruption Act, a “commercial organisation” includes an Indian company carrying on business anywhere, and a foreign body carrying on business in India. A single payment could therefore engage the PC Act, the FCPA and the UK Bribery Act at once. Conflicting reporting, privilege and data-transfer rules make coordinated legal advice essential when an allegation arises.

What should Indian companies do now?

1. Map your exposure. Identify US listings, US parents or investors, US-dollar or US-based activity, UK branches and UK revenue.
2. Apply the strictest common standard. A single policy that meets PC Act, FCPA and UK requirements is easier to run than three.
3. Focus on intermediaries. Most cases involve agents, consultants and distributors. Integrity due diligence on high-risk third parties is central.
4. Keep accurate books. Watch for kickback patterns, vague consultancy fees and unsupported payments, which create accounting-provision risk.
5. Prepare to investigate. Have a protocol for privileged, cross-border internal investigations, including evidence preservation and data-transfer rules.

How Spectra Forensics can help

Spectra Forensics has worked across 10+ countries over 19+ years. Our anti-bribery and corruption service covers bribery risk assessments, programme reviews against PC Act, FCPA and UK Bribery Act expectations, and investigation of allegations. Our integrity due diligence service covers background checks on agents, partners and acquisition targets. To discuss your exposure, contact us.