Section 250 has no statutory defence. Documented board engagement is evidential mitigation — it can inform prosecutorial discretion and be relevant at sentencing — but it is not a shield. This guide explains what a board should formally minute about Section 250, when to minute it, and the honest limits of what that record achieves.
Why board minutes matter for Section 250
Section 250 of the Crime and Policing Act 2026 (c.20) attributes a senior manager's criminal offence to the organisation where they act within the actual or apparent scope of their authority. There is no statutory defence: a firm cannot point to its compliance procedures and claim immunity from prosecution. What it can do is build a record of documented board engagement that is relevant to two things: prosecutorial discretion and, if prosecution follows, sentencing.
The Joint Prosecution Guidance issued by the Serious Fraud Office and the Crown Prosecution Service identifies documented compliance procedures and governance engagement as factors bearing on whether prosecution of an organisation is in the public interest. A board that demonstrably knew about its Section 250 exposure and took it seriously is in a materially different position from one where the issue was never raised. Neither position guarantees a particular outcome — there is no Sentencing Council guideline for Section 250 yet, so no established quantum or credit applies — but the record is not irrelevant.
This is general information, not legal advice. Consult a qualified solicitor for your firm's specific circumstances.
The board minute is the formal artefact that records this engagement. It is not a technicality or a box-tick. It is the document that proves the highest governance level of the firm knew about the exposure, reviewed the analysis, and was satisfied the firm had acted on it.
What to minute before commencement (or immediately after)
A board meeting addressing Section 250 should record at minimum four things.
First, that the board acknowledges Section 250 of the Crime and Policing Act 2026 (c.20) applies to the firm. The provision came into force on 29 June 2026, two months after Royal Assent on 29 April 2026, by operation of s.255(3). Recording that the board has read and understood the provision, and that it applies to the firm, establishes that the issue was not unknown.
Second, the outcome of the gap analysis. How many individuals were identified as meeting the s.250(3) functional test — significant role in decisions about managing or organising the whole or a substantial part of the firm's activities — and what their SM&CR coverage status is. The minute should reference the evidence pack by document reference, date, and ideally its SHA-256 hash, so there is no question about which version the board reviewed. If no gap analysis was completed before commencement, the minute should record that, name the individual responsible for completing it, and set a target date.
Third, the state of the declaration cycle. How many individuals have completed declarations. How many are outstanding. What the plan is for non-respondents and any refusals. The board seeing an incomplete cycle, and minuting a chase plan, is better evidence than a board that never saw the numbers at all.
Fourth, the renewal cadence. Section 250 is not a one-time event. The gap analysis must be repeated when organisational structure changes and refreshed periodically to catch new joiners, role changes, and FCA Register drift. The minute should record when the next review is scheduled and who is accountable for it.
The limits of documented diligence — honest framing
Board minutes are evidential mitigation, not a statutory defence. This distinction matters.
Section 250 contains no equivalent of the "adequate procedures" defence available under the Bribery Act 2010 or the "reasonable prevention procedures" defence under the Criminal Finances Act 2017. There is no wording in s.250 that says a firm can avoid liability by demonstrating good governance. Documented diligence — gap analysis completed, declarations sent and returned, board formally briefed and minuted — is relevant to prosecutorial discretion (Joint SFO-CPS Corporate Prosecution Guidance) and may be relevant at sentencing. But it is not a legal shield.
No Sentencing Council guideline for Section 250 offences has been published as of June 2026. Until it is, any claim about a sentencing discount, credit, or guaranteed reduced treatment from documented diligence is speculative and should not be made to the board.
The honest message for a board is this: if your firm's senior manager commits an offence within the scope of their authority, documented diligence can affect what happens next — whether the prosecutor decides prosecution is in the public interest, and what sentencing factors apply. It cannot make the liability disappear. The value of the record is real, but its limits should be stated plainly.
Post-commencement board engagement
The first board meeting after 29 June 2026 should record that the firm's Section 250 position has been reviewed in the period immediately following commencement.
If a pre-commencement gap analysis and declaration cycle were completed: the board should receive an update on declaration status (any outstanding, any refusals, any changes to the in-scope population since the analysis was run) and confirm the evidence pack is stored and accessible. Minute that the board has received and noted this update.
If no pre-commencement analysis was completed: the board should record that the analysis is to be completed as a priority, name the individual responsible, and set a target date. A post-commencement analysis is still worth doing. The exposure is ongoing — it is not confined to conduct before 29 June — and a board that can point to a post-commencement review and declaration cycle is still in a better position than one with nothing.
For ongoing minutes, the cadence is annual as a minimum. The gap analysis and declaration cycle should be a standing agenda item at least once per year, aligned with the renewal trigger in the declaration terms. Any material organisational change (acquisition, restructure, senior departure or appointment) should trigger an ad hoc review and a brief minute recording that the s.250 implications were considered.
What format the minute should take
The board minute does not need to be elaborate. It needs to be accurate, dated, and stored.
For the resolution or minute to serve as evidence, it must record (a) the date of the meeting or resolution, (b) who was present, (c) what was presented to the board (reference the evidence pack), (d) what the board decided or resolved — typically that it has reviewed the gap analysis and declaration cycle results and is satisfied with the firm's current Section 250 position, subject to the outstanding items listed — and (e) what outstanding items exist and the accountability and timeline for each.
Store the signed minute with the evidence pack. If the pack carries a SHA-256 hash of its contents, record the hash in the minute. If the pack is generated as PDF/A-3B (ISO 19005-3 long-term preservation format), that makes a later claim of authenticity easier to support — the format is designed to reproduce the document consistently, and a court that needs to assess authenticity will have a stable document to examine.
A court will determine admissibility on the facts of each case, including authenticity, integrity, and chain of custody. Good format choices support those assessments; they do not guarantee admission. Seek your own legal review of the specific documents before relying on any admissibility characterisation.
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- Crime and Policing Act 2026, s.250 (c.20)www.legislation.gov.uk/ukpga/2026/20/section/250
- Crime and Policing Act 2026, s.255(3) commencementwww.legislation.gov.uk/ukpga/2026/20/section/255
- Joint SFO-CPS Corporate Prosecution Guidancewww.cps.gov.uk/legal-guidance/corporate-prosecutions
- Bribery Act 2010, s.7 (adequate procedures defence for comparison)www.legislation.gov.uk/ukpga/2010/23/section/7
- FCA — Senior Managers and Certification Regimewww.fca.org.uk/firms/senior-managers-certification-regime