The UK Bribery Act 2010: What Your Business Must Do to Comply

The UK Bribery Act 2010 is one of the toughest anti-corruption laws in the world, and it applies to businesses of every size, not just multinationals. It came into force on 1 July 2011 and makes bribery a serious criminal matter, including a distinct corporate offence that can catch a company even when senior managers knew nothing about the bribe. This guide explains the offences, the defence built into the law, the penalties, and the practical steps your business should take to comply.

It sits alongside our guides to corporate governance and how to write a code of conduct, both of which support a clean compliance culture.

The four offences under the Act

The Bribery Act creates four main offences:

Bribing another person (section 1): offering, promising or giving a financial or other advantage to induce improper conduct.
Being bribed (section 2): requesting, agreeing to receive or accepting such an advantage.
Bribing a foreign public official (section 6): a specific offence covering attempts to influence officials to win or keep business.
Failure of a commercial organisation to prevent bribery (section 7): the corporate offence, where an organisation is liable if a person associated with it bribes someone to win business for it.

Section 7 is the one that changed the game. A company can be guilty simply because someone acting on its behalf, an employee, agent or supplier, paid a bribe, unless the company can prove it had the right procedures in place.

The adequate procedures defence

For the section 7 corporate offence there is a full defence: the organisation had adequate procedures designed to prevent bribery. The Ministry of Justice guidance sets out six principles that shape what adequate looks like:

Proportionate procedures: anti-bribery measures that match the size and risk of the business.
Top-level commitment: leaders visibly setting a culture in which bribery is never acceptable.
Risk assessment: regularly assessing where bribery risks arise, by market, sector and relationship.
Due diligence: knowing who you do business with, including agents and intermediaries.
Communication and training: making policies known and understood, and training staff.
Monitoring and review: checking the procedures work and updating them as the business changes.

Penalties for getting it wrong

The consequences are severe. Individuals convicted of bribery can face up to ten years in prison, and organisations face unlimited fines. Beyond the courtroom, a bribery case brings reputational damage, exclusion from public contracts and the cost of investigations, all of which can dwarf the original bribe. Compliance is far cheaper than a prosecution.

Who the Act applies to

The reach is wide. It covers organisations incorporated or based in the UK, and also organisations that carry on any part of their business in the UK, wherever the bribery takes place. That extraterritorial scope means a UK-connected company can be liable for bribes paid abroad. Unlike some regimes, the Act also makes facilitation payments, small unofficial payments to speed up routine services, illegal.

Practical steps to comply

Turn the principles into action:

Adopt a clear anti-bribery policy and a code of conduct that ban bribes and facilitation payments.
Run a bribery risk assessment and repeat it as markets or partners change.
Carry out due diligence on agents, suppliers and partners, and use anti-bribery clauses in contracts.
Set proportionate rules on gifts and hospitality, allowed only where reasonable, and record them.
Train staff, especially those in sales, procurement and overseas roles, and refresh it regularly.
Provide a confidential way to raise concerns, and monitor, review and improve your procedures.

Reasonable, proportionate corporate hospitality is not banned; the line is whether it is intended to influence improperly. Document your reasoning and keep it modest.

Frequently Asked Questions

What are the offences under the UK Bribery Act 2010?

There are four main offences: bribing another person, being bribed, bribing a foreign public official, and the corporate offence of a commercial organisation failing to prevent bribery by someone associated with it. The corporate offence under section 7 is the most far-reaching, because a company can be liable even if its leaders were unaware of the bribe.

What are adequate procedures under the Bribery Act?

Adequate procedures are the anti-bribery measures that give a company a full defence to the section 7 corporate offence. The Ministry of Justice guidance describes six principles: proportionate procedures, top-level commitment, risk assessment, due diligence, communication and training, and monitoring and review. In practice this means a policy, risk assessments, due diligence and training that fit your business.

What are the penalties for breaching the Bribery Act?

Individuals can be sentenced to up to ten years in prison, and organisations face unlimited fines. There are also serious knock-on consequences, including reputational harm, being barred from public contracts and the cost of investigations, which is why prevention is far cheaper than facing a prosecution.

Are facilitation payments legal under the UK Bribery Act?

No. Unlike some other anti-corruption regimes, the UK Bribery Act treats facilitation payments, small unofficial payments to speed up a routine action, as bribes. Businesses should prohibit them in their policies and train staff on how to refuse and report requests for them.

Does the Bribery Act apply to small businesses?

Yes. The Act applies to organisations of all sizes, but the procedures expected are proportionate to the risk. A small business with limited overseas exposure needs simpler measures than a large multinational, but it still needs a clear anti-bribery stance, some risk awareness and basic controls to rely on the adequate procedures defence.