What will happen when a university fails to prevent fraud?

The first day of September 2025 sees an important chunk of the Economic Crime and Corporate Transparency Act come into force.

And if you are involved in academic partnerships or the use of agents, you might want to pay heed.

Receiving Royal Assent in 2023, the Act was initially promoted as tidying up some of the very curious practices around submitting information to Companies House.

Measures are very much focused on understanding and regulating who gets to become a company director, and ensuring the way a company is run is transparent and properly documented. If you are a fan of the Office for Students new condition of registration E7 you may find some of the new requirements there hauntingly familiar.

The Act also introduces a range of new offences that can lead to fines, disqualification, and even imprisonment – and higher education providers are among those carefully considering the September start date for offence of “failure to prevent fraud”. And, almost inevitably – the issue comes down to franchising and academic partnership.

Quick definitions

Simply put, fraud is the act of gaining a dishonest advantage over another person. In most cases this is a financial advantage.

To give some sector focused examples – we’ve recently seen cases where student maintenance loans and student fee loans have been paid out to students who have no intention of actually studying. We’ve seen evidence that some providers (and some higher education agents) may have been knowingly registering students for financial rather than educational benefit, and that franchise and partnership agreements – where incentives may be set around income maximisation rather than educational benefit – might have played a role in some of these instances.

Fraud, obviously, is a criminal offence. Those who commit fraud face consequences, but before the Act it has been harder to ensure that the companies involved do.

The “failure to prevent fraud” offence, in the words of the government’s guidance, means that:

an organisation may be criminally liable where an employee, agent, subsidiary, or other “associated person”, commits a fraud intending to benefit the organisation and the organisation did not have reasonable fraud prevention procedures in place. In certain circumstances, the offence will also apply where the fraud offence is committed with the intention of benefitting a client of the organisation. It does not need to be demonstrated that directors or senior managers ordered or knew about the fraud.

This applies specifically to “large incorporated organisations” (one of: more than 250 employees, more than £36m turnover, more than £18m in total assets). This can apply to an entire organisation, or “a subsidiary or franchise” of an organisation.

Behind the sofa

It’s not difficult to imagine that a cash-strapped provider of higher education may not always be motivated to check up on the activities carried out in its name by agents and partners. When dubious recruitment practices are revealed in the press, the usual response by “lead providers” is alarm followed by a decision to withdraw from the partnership. Neither the OfS, Department for Education, or Student Loans Company really has the regulatory tools to deal with stuff on anything other than a whack-a-mole basis – and every time the music stops it turns out nobody realised how bad things really are. Withdraw, regroup – and very often enter into a similar partnership with another organisation.

The new “failure to prevent fraud” offence means that the onus will be on universities and other providers to prove that they had “reasonable prevention procedures” – and whether they did is a matter for the courts rather than a checklist.

Things in scope include the public law offence of cheating the public revenue alongside expected parts of the Fraud Act and Theft Act in England and Wales. The law is slightly different in Scotland and Northern Ireland.

As well as the person who committed the “base fraud” facing consequences, this new rule means that if they are a “person associated” with a relevant body – and are acting in the capacity of that body or providing services on behalf of that body as they commit the fraud – the body itself (the lead partner in our example) will also be on the hook. It is worth remembering that a small organisation can be an “associated person” for these purposes, and although there may be a formal contractual relationship there doesn’t need to be a contract in place.

Higher education, specifically

If you scroll through the guidance, you might start breathing normally when you spot that there is an exemption for some “franchisees” – these are seen as connected to the main company by contract only, rather than undertaking business for the parent company. If you think about models of franchising in other sectors, this makes sense – a franchisee basically pays for the rights to use a name and a set of products.

However, this is not the meaning of the word “franchising” in higher education – and there are specifics in the guidance dealing with the sector.

Academic franchises may be associated persons for the purposes of the offence depending on the details of the contract. Universities or other degree awarding bodies should take legal advice.

There’s a line drawn between “validation” franchises (university accredits awards) and “delivery” franchises (university subcontracts delivery of a programme), but there’s no easy line to draw as to whether either is an “associated person” or not. It all comes down to the nature of the individual relationship and what is in the contact or agreement.

Doing time

If you are involved in academic partnerships, relationships with agents, or anything similar it feels very much like now should be the moment to get on top of what is in each agreement and what “reasonable preventative measures” might be. How are you monitoring what people are doing on your behalf? How much control do you genuinely have?

In the main, franchising is done well by higher education institutions. But if corners are being cut, or inconvenient questions not being asked, for the less rigorous few the stakes just got even higher.