Enterprise Act 2002
What this means for your business
- Applies to
- United Kingdom
- On this page
- 17 compliance obligations, 4 practical guides across 2 topics
What you must do
17 compliance obligations under this legislation — 8 can result in imprisonment.
Management duties 1
Comply with statutory restrictions in Schedule 7 and show due‑diligence
If your business is covered by the competition rules set out in Schedule 7 of the Enterprise Act, you must make sure you do not breach those restrictions. If you do, anyone affected can sue you and the CMA or the Secretary of State can seek an injunction. You can defend yourself only if you can prove you took all reasonable steps to avoid the breach.
Other requirements 3
Comply with any CMA or Secretary of State enforcement undertaking or order
If the Competition and Markets Authority (CMA) or the Secretary of State gives your business an enforcement undertaking or order, you must follow it exactly. Failing to do so can lead to civil action against you, and you may have to pay damages or be forced to stop the offending activity. You can defend yourself only by showing you took all reasonable steps and exercised due diligence to avoid breaching the terms.
Comply with any competition law enforcement undertaking or order
If the CMA or the Secretary of State issues your business an enforcement undertaking or order under the Enterprise Act, you must follow its terms. Failing to do so can lead to civil claims for damages and the regulator can seek an injunction. Keep records showing you have taken reasonable steps to avoid breaching the undertaking or order.
Comply with any transferred EU merger commitments
If your business has EU merger commitments that have been transferred to the Competition and Markets Authority, you must make sure you follow those commitments. This means meeting any conditions the European Commission attached to your merger, such as divestments, behavioural remedies or reporting requirements, and keeping evidence that you are complying.
Payments and fees 1
Comply with Tribunal decisions and enforce awarded sums
If your business is a party to a Competition Appeal Tribunal case and the Tribunal issues a decision that awards damages, costs or gives a direction, you must pay the awarded amounts and follow the direction. The decision can be registered for enforcement and the High Court can treat it as a normal court judgment, so you need to ensure the registration and any required payments are made promptly.
Offences and prohibitions 10
Act as receiver or manager while bankrupt
Unlimited fineIf you act as a receiver or manager of a company’s assets on behalf of debenture holders while you are an undischarged bankrupt or subject to a bankruptcy restrictions order, you commit a criminal offence. A conviction can result in imprisonment, an unlimited fine, or both.
Agree to fix prices or divide markets (cartel offence)
5 years imprisonmentIf your business (or you as an individual) makes an agreement with another company to fix prices, limit supply, allocate customers or markets, or rig bids for goods or services in the UK, you are committing a criminal cartel offence. Conviction can lead to a fine and/or imprisonment, and the matter may be dealt with in either the Magistrates' Court or the Crown Court.
Breach of interim undertaking or order
2 years imprisonmentIf your business does not comply with an interim undertaking or order made under the Enterprise Act – for example, a requirement to halt a merger or change a practice while an investigation is under way – you commit a criminal offence. On conviction you can be fined (the fine is unlimited) and/or sentenced to up to two years’ imprisonment.
Disclose or misuse prohibited competition information
2 years imprisonmentIf your business discloses competition‑sensitive information that is covered by section 237, breaches a direction under section 243E, or uses information disclosed under the Enterprise Act for a purpose that is not allowed, you commit a criminal offence. On conviction you can be fined (unlimited amount) and/or sent to prison – up to three months on a summary conviction or up to two years on indictment. The offence can be tried either in a magistrates’ court or in the Crown Court.
Engage in cartel conduct
5 years imprisonmentIf you or your business take part in a cartel – for example, agreeing with competitors to fix prices, limit production, or divide markets – you commit an offence under the Enterprise Act. Conviction can lead to up to five years in prison and an unlimited fine if tried in the Crown Court, or up to six months in prison and the statutory maximum fine if tried in a Magistrates' Court. Prosecutions can only be started by the Director of the Serious Fraud Office or with the consent of the CMA.
Fail to comply with a competition notice under the Enterprise Act
6 months imprisonmentIf the Competition and Markets Authority, Trading Standards or the Payment Services Regulator serves your business a notice under section 174 of the Enterprise Act – for example requiring you to stop a practice, provide information or take other steps – and you do not comply, you commit a criminal offence. On conviction you can be fined (unlimited amount) and, if tried on indictment, face up to six months’ imprisonment.
Fail to comply with an enforcement undertaking or order
If a regulator (the CMA or the Secretary of State) has accepted an enforcement undertaking from you, or has issued an enforcement order, and you do not comply without a reasonable excuse, the regulator can impose a penalty on you. The penalty is set out in a separate provision (s 94AB) and is normally a monetary sanction.
Fail to comply with competition requirement under s.193/194
6 months imprisonmentIf your business does not meet a requirement imposed by the Enterprise Act (sections 193 or 194), such as providing information or taking action when asked, you commit a criminal offence. On conviction in the magistrates’ court you could be jailed for up to six months, fined an unlimited amount, or both.
Fail to comply with enforcement undertaking or order
Unlimited fineIf the CMA (or, for certain competition investigations, the Secretary of State) has accepted an enforcement undertaking from you or served you with an enforcement order, you must comply with its terms. Failing to do so without a reasonable excuse can lead to a penalty being imposed under the Enterprise Act.
Supply false or misleading information to the CMA or other authority
2 years imprisonmentIf you provide material information to the Competition and Markets Authority (or any other appropriate authority) that you know is false or misleading, or you do so recklessly, you commit a criminal offence. The same applies if you give false information to a third party who will pass it on for that purpose. Conviction can lead to up to two years’ imprisonment and an unlimited fine.
Reporting and filing 2
Comply with CMA notice to attend, produce documents or supply information
If the Competition and Markets Authority (CMA) serves you with a notice under this section, you must attend at the time and place (or remotely) they specify, give evidence, provide any requested documents or data, and supply any estimates or forecasts they ask for. The notice will also tell you what could happen if you do not comply.
Comply with CMA requests for evidence and information
2 years imprisonmentIf the Competition and Markets Authority (CMA) serves you with a notice under the Enterprise Act, you must attend, give evidence, produce documents or supply information as specified. The request must relate to a matter the CMA is investigating, and you must do so within the time and place set out, with travel costs covered if you have to travel more than 10 miles.
Penalties for non-compliance
12 penalties under this legislation. 8 can result in imprisonment. 11 carry an unlimited fine.
Agree to fix prices or divide markets (cartel offence)
Unlimited fine and/or 5 years imprisonment
Breach of interim undertaking or order
Unlimited fine and/or 2 years imprisonment
Disclose or misuse prohibited competition information
Unlimited fine and/or 2 years imprisonment
Engage in cartel conduct
Unlimited fine and/or 5 years imprisonment
Fail to comply with a competition notice under the Enterprise Act
Unlimited fine and/or 6 months imprisonment
Fail to comply with competition requirement under s.193/194
Unlimited fine and/or 6 months imprisonment
Supply false or misleading information to the CMA or other authority
Unlimited fine and/or 2 years imprisonment
Intentionally destroy documents required by a notice
Unlimited fine and/or 2 years imprisonment
Act as receiver or manager while bankrupt
Unlimited fine
Fail to comply with enforcement undertaking or order
Unlimited fine
Comply with CMA requests for evidence and information
Unlimited fine
Fail to comply with an enforcement undertaking or order
Penalty applies
Practical guidance
Our guides explain how to comply with the requirements above.
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Sections and provisions
422 classified provisions from this legislation.
Duties 57
- s.5 Acquisition of information etc.
- s.33 Duty to make references in relation to anticipated mergers reference
- s.34A Duty of CMA where case referred by the European Commission
- s.35 Questions to be decided in relation to completed mergers
- s.36 Questions to be decided in relation to anticipated mergers
- s.38 Investigations and reports on references under section 22 or 33
- s.41 Duty to remedy effects of completed or anticipated mergers
- s.47 Questions to be decided on references under section 45 of the effects adverse
- s.48 Cases where references or certain questions need not be decided
- s.50 Investigations and reports on references under section 45
- s.53 Restrictions on action where public interest considerations not finalised public interest consideration
- s.57 Duties of CMA and OFCOM to inform Secretary of State
- s.63 Questions to be decided on references under section 62 of the effects adverse
- s.65 Investigations and reports on references under section 62
- s.68B Further duty to make references in relation to completed mergers
- s.68C Further duty to make references in relation to anticipated mergers
- s.68D Opinion of the Gas and Electricity Markets Authority
- s.70 Water mergers OFT
- s.91 Register of undertakings and orders matters which are
- s.92 Duty of CMA to monitor undertakings and orders CMA
- ... and 37 more duties
Offences and penalties 15
- s.94A Interim undertakings and orders under this Part: penalties
- s.94AA Enforcement of undertakings and orders: imposition of penalties
- s.110 Enforcement of powers under section 109: imposition of penalties
- s.115 Recovery of penalties
- s.116A Intentional destruction etc of documents
- s.117 False or misleading information
- s.125 Offences by bodies corporate
- s.167A Enforcement of undertakings and orders etc : imposition of penalties
- s.174E Statement of policy on penalties
- s.175 Enforcement of powers under section 174: offences
- s.188 Cartel offence
- s.190 Cartel offence: penalty and prosecution
- s.201 Offences
- s.245 Offences
- Schedule 21 Effect of bankruptcy restrictions order and undertaking
Powers 109
- s.6 Provision of information etc. to the public
- Schedule 8 Provision that may be contained in certain enforcement orders
- s.10 Part 2 of the 1973 Act
- s.11 Super-complaints to OFT
- s.15 Tribunal rules
- s.16 Transfers of certain proceedings to and from Tribunal
- Schedule 22 Individual voluntary arrangement
- s.28 Turnover test
- s.34ZC Sections 34ZA and 34ZB: supplementary
- s.34 Supplementary provision in relation to anticipated mergers
- s.34B Power to request information in referred cases
- s.40 Section 39: supplementary
- s.41B Section 41A: supplementary
- s.42 Intervention by Secretary of State in certain public interest cases
- s.44 Investigation and report by CMA
- s.44A Additional investigation and report by OFCOM : media mergers
- s.45 Power of Secretary of State to refer matter to CMA
- s.46 References under section 45: supplementary
- s.46C Power to request information in referred cases
- s.52 Section 51: supplementary
- ... and 89 more powers
Definitions 46
- s.7 Provision of information and advice to Ministers etc. Westminster legislation
- s.9 Repeal of certain powers of direction
- s.12 The Competition Appeal Tribunal
- s.13 The Competition Service
- s.19 Claims on behalf of consumers consumer claim Specified
- s.20 Findings of infringements
- s.22 Duty to make references in relation to completed mergers the decision-making authority
- s.23 Relevant merger situations
- s.24 Time-limits and prior notice made public
- s.26 Enterprises ceasing to be distinct enterprises
- s.27 Time when enterprises cease to be distinct
- s.29 Obtaining control by stages
- s.30 Relevant customer benefits relevant customers
- s.34ZE Fast-track reference requests: procedure decision period initial period
- s.37 Cancellation and variation of references under section 22 or 33
- s.56 Competition cases where intervention on public interest grounds ceases
- s.58A Construction of consideration specified in section 58(2C) newspaper enterprise
- s.70E Meaning of “foreign power” foreign power foreign country or territory foreign government
- s.70F Other interpretation
- s.79 Sections 77 and 78: further interpretation provisions
- ... and 26 more definitions
Exemptions 32
- Schedule 19 Duration of bankruptcy: transitional provisions
- Schedule 24 Transitional and transitory provisions and savings
- s.34ZD Fast-track reference requests
- s.34ZA Time-limits for decisions about references
- s.49 Variation of references under section 45
- s.64 Cancellation and variation of references under section 62
- s.77 Restrictions on certain dealings: completed mergers
- s.78 Restrictions on certain share dealings: anticipated mergers
- s.100 Exceptions to protection given by merger notices
- s.104 Certain duties of relevant authorities to consult
- s.107 Further publicity requirements
- s.110A Restriction on powers to impose penalties under section 110
- s.119A Other general functions of OFCOM in relation to this Part
- s.126 Service of documents by the CMA, OFCOM or the Secretary of State
- s.135 Variation of market investigation references
- s.140B Variation of restricted PI references and full PI references
- s.155 Undertakings in lieu: procedural requirements
- s.169 Certain duties of relevant authorities to consult: Part 4
- s.172 Further publicity requirements: Part 4
- s.174B Restriction on powers to impose penalties under section 174A
- ... and 12 more exemptions