Commentary Part 36: Offences under the Companies Acts
1433.The CLR sought to draw out the basis on which criminal liability for a breach of Companies Act requirements is allocated under existing legislation to companies and to officers of companies. It stated in its final report that a reformed Companies Act must be underpinned by effective and proportionate sanctions and enforcement.
1434.The key changes in the Act are:
	refinements to the “officer in default” provisions to make it clearer which individuals in which circumstances may be liable for a breach; and
	removal of criminal liability from the company itself in certain circumstances.
1435.The general principle adopted as to whether a company should be liable for a breach of requirements of the Companies Acts is that where the only victims of the offence are the company or its members, the company should not be liable for the offence. On the other hand, where other persons may be victims of the offence, then the company should be potentially liable for a breach, whether or not the offence may also harm the company or its members.