# Finance Act 2026, Section 191: Criminal liability of responsible persons

Extent: E+W+S+N.I.

(1) If an offence under section 189 or 190 is committed by a body corporate or a partnership and—
(a) is committed with the consent or connivance of a responsible person, or
(b) is attributable to the neglect of a responsible person,
the responsible person commits the offence (as well as the body or partnership).
(2) A “responsible person” means—
(a) in relation to a body corporate other than one whose affairs are managed by its members—
(i) a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, or
(ii) a shadow director within the meaning given in section 251 of the Companies Act 2006;
(b) in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—
(i) a member exercising management functions, or purporting to do so, or
(ii) in the case of a limited liability partnership, a shadow member;
(c) in relation to a partnership, a partner or a person purporting to act in that capacity.
(3) In this section, a “shadow member” means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act, save that a person is not a shadow member by reason only of the fact that the members act on advice given by that person in a professional capacity.

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Source: https://www.legislation.gov.uk/ukpga/2026/11/section/191 (the official version)
Page: https://openlegislation.uk/finance-act-2026/section-191
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.