The SFO said there was "insufficient evidence to provide a realistic prospect of conviction" against either the company or its directors after it concluded a yearlong investigation.
It said it continued to provide assistance to regulators in other countries that are still investigating operations linked to Madoff. It also left the door open for further investigation here, saying it was "continuing its own enquiries into wider aspects of the fraud which may give rise to offending in the U.K."
Madoff was given a 150-year sentence by a New York federal judge last June after pleading guilty to fraud and admitting cheating thousands of investors out of billions of dollars.
The massive Ponzi scheme run by Madoff since at least the early 1990s demolished the life savings of thousands of people, wrecked charities and shook confidence in the U.S. financial system.
The former Nasdaq chairman's operations in a number of other countries, including Austria, are still under investigation.