Companies Act 2014 section 869

Offences by body committed with consent of its officer

Section 869 deals with the personal criminal liability of company officers where a corporate body commits certain offences under the Companies Act 2014 and the officer consented to, connived in, or was negligent in relation to that offence.

• Where a corporate body commits an offence under specified sections of the Act (relating to production of documents, disclosure restrictions, providing false information, or statutory audits), individual officers may also be held personally liable.
• An officer — meaning a director, manager, secretary, or other officer — can be prosecuted and punished as though they personally committed the offence, if it is proved that the offence was committed with their consent, connivance, or due to their neglect.
• This personal liability extends to anyone who was purporting to act in the capacity of an officer, even if not formally appointed to such a role.
• Where a corporate body's affairs are managed by its members rather than by directors, those members are treated as if they were directors or managers for the purposes of this section.

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