Anti-Corruption Compliance in Brazil: The Clean Company Act and Integrity Programs

Foreign groups usually arrive in Brazil with an anti-corruption policy written for the US Foreign Corrupt Practices Act or the UK Bribery Act. Brazil has its own law, and it works differently: under the Clean Company Act (Law 12,846/2013), a company is liable for corrupt acts committed in its interest or benefit without any need to prove intent or negligence by its management. Fines are calculated on revenue, can extend to other group companies, and are reduced when the company has a working integrity program. This guide explains the rules a Brazilian subsidiary and its foreign parent should know.

Strict liability for companies

The Clean Company Act imposes strict administrative and civil liability on legal entities for harmful acts against the public administration, Brazilian or foreign, committed in their interest or benefit, whether exclusive or not. It applies to Brazilian companies and to foreign companies with a head office, branch or representation in Brazil. The company’s liability does not exclude the personal liability of its directors and managers, who answer to the extent of their own culpability, including under criminal law.

The acts covered include:

• promising, offering or giving an undue advantage to a public official or a related third party;
• financing, sponsoring or supporting such acts, or using an intermediary to hide the real interests or beneficiaries;
• fraud in public tenders and contracts, such as bid rigging or fraudulent changes to contracts;
• obstructing investigations or inspections by public bodies.

Foreign public officials and public international organizations are covered too, and the law reaches Brazilian companies for acts against foreign administrations committed abroad.

Group exposure: parents, subsidiaries and successors

Two rules matter for multinational groups:

• Joint liability within the group. Parent companies, subsidiaries, affiliates and, within a consortium contract, consortium members are jointly liable for the fine and full repair of the damage.
• Successor liability. Liability survives mergers, incorporations, spin-offs and changes of corporate form. A successor in a merger or incorporation answers for the fine and repair up to the value of the assets transferred, unless there was simulation or evident fraud. Anti-corruption due diligence is therefore part of any acquisition in Brazil.

In addition, the regulation allows the fine to be calculated on the consolidated revenue of the group companies that committed or contributed to the act.

Sanctions

Debarment from public contracting comes from the public procurement law (Law 14,133/2021) and other rules, which apply alongside the Clean Company Act. Sanctions do not exclude the obligation to repair the damage in full. The limitation period is five years.

How the fine is calculated, and why an integrity program matters

Decree 11,129/2022 sets the method: aggravating factors add percentages of the revenue base (for example, tolerance by management, recurrence or the value of contracts with the injured body), and mitigating factors reduce it. A functioning integrity program can reduce the base by up to 5 percentage points, the largest single mitigating factor, and the full reduction applies only if the program existed before the act. Cooperation, voluntary disclosure and repair of the damage also reduce the fine.

The regulation lists the parameters on which a program is assessed, in proportion to the company’s size, sector, countries of operation, use of intermediaries and interaction with the public sector:

• commitment of senior management and boards;
• a code of conduct and policies extended to third parties where appropriate;
• training and periodic risk assessment;
• accurate accounting records and internal controls;
• specific procedures for tenders, contracts and any interaction with public officials, including licenses and inspections;
• an independent compliance function;
• whistleblowing channels with protection for good-faith reporters;
• disciplinary measures and remediation of irregularities;
• risk-based due diligence on third parties, politically exposed persons, sponsorships and donations;
• checks in mergers, acquisitions and restructurings;
• continuous monitoring.

Leniency agreements

A company that is the first to come forward, stops its involvement, admits its participation and cooperates fully can negotiate a leniency agreement. At federal level, agreements are signed by the Comptroller General of the Union (CGU), which is also responsible for cases involving foreign public administrations. Benefits include exemption from extraordinary publication and from the prohibition on public incentives and loans, and a reduction of the fine by up to two-thirds; the company must still repair the damage. The effects extend to other group companies that sign the agreement.

Integrity programs in public contracts

Under the public procurement law, winners of contracts of large value must implement an integrity program within six months of signing. The threshold, originally R$200 million, was updated to about R$262 million from 2026. An integrity program is also a tie-breaking criterion in tenders and a factor in sanctions and rehabilitation. Since 2025, the CGU assesses these programs under its own methodology, with additional parameters on human rights, labor and environmental matters.

Adapting a global program to Brazil

1. Map public touchpoints: licenses, permits, customs, inspections, public customers and state-owned companies. In Brazil, many routine interactions involve public officials.
2. Translate and localize the code and policies into Portuguese, with examples relevant to Brazil, including gifts, hospitality and facilitation payments, which Brazilian law does not exempt.
3. Review intermediaries: customs brokers, consultants, dispatchers and sales agents need risk-based due diligence and contractual clauses.
4. Keep books that tell the truth: accurate records and internal controls are part of the program and of the subsidiary’s statutory obligations.
5. Document the program: its existence before any incident is what makes it count.

Questions about who represents the subsidiary before public bodies are covered in our guide on who can be the administrator of a Brazilian subsidiary, and documentation of payments to the group in intercompany transactions in Brazil.

How Solidy can help

Solidy already serves subsidiaries of multinational companies in Brazil. We help adapt group compliance policies to Brazilian requirements, set up the internal controls and accounting records that support them, and organize the governance routine of the Brazilian entity. See our governance service or talk to our consultants.