Brazil: Anticorruption Act

Last Updated: 16 November 2015
Article by Luiz Navarro and Rodrigo Santos
Most Read Contributor in Brazil, October 2018

On March 19, Decree No. 8,420 was published, regulating the Anticorruption Act (Law No. 12,846/2013), and detailing important aspects of its application, such as the form of calculating any fines levied on companies and the criteria that are to be analyzed at the time of appraisal of programs of integrity by the authorities.

Reiterating the provisions of the Anticorruption Act, the Decree states that administrative proceedings of liability for acts against the public administration shall be opened by the highest authority at the entity harmed; this competency may be delegated just once. If the entity harmed is a body of the direct administration, competency for opening the proceeding will fall to the Minister of State, who may also delegate competency just once.

Besides laying down procedural rules concerning the investigation within the realm of the Federal administration, the Decree has created a system for calculating fines in the event of a conviction at administrative level. According to the Anticorruption Act, companies considered responsible for harmful acts would be subject to fines equivalent to 0.1% to 20% of their gross revenues in the last fiscal year prior to the opening of the administrative proceeding, excluding taxes. Under the Decree, the fine will be set, initially, adding up the following percentages of the company's gross revenues in the last fiscal year prior to the opening of the proceeding, excluding taxes:

i. 1% to 2.5%, if the harmful act continues over time;

ii. 1% to 2.5%, if the leadership or management of the legal entity are aware of or tolerate the harmful act;

iii. 1% to 4%, if the harmful act entails interruption of the provision of a public service or execution of a work contracted;

iv. 1%, if the legal entity displays a sound economic condition;

v. 5%, in case of recidivism; and

vi. 1% to 5%, if the harmful conduct is linked to a contract maintained or intended with the federal public a

Upon completing this exercise, the Decree states five criteria for attenuating the fine, which are given percentages of the gross revenues of the legal entity and must be subtracted from the sum total above:

i. 1%, if the conduct is not consummated;

ii. 1.5%, if the legal entity has made good any damages caused;

iii. 1% to 1.5%, if the company collaborates with the investigations;

iv. 2%, if the legal entity spontaneously communicates the harmful act to the authorities; and

v. 1% to 4%, if the company has and applies a compliance program.

According to the Decree. the fines shall necessarily have as a minimum limit the greatest amount among: (i) that of the advantage gained, or (ii) 0.1% of the gross revenues of the legal entity or (iii) R$6,000.00. In its turn, the maximum limit for the fine is to be the lesser of (i) 20% of the company's gross revenues or (ii) three times the amount of the advantage sought or gained by the illicit conduct.

So as to permit an objective appraisal of companies' compliance program, the Decree has established a list of criteria to be analyzed as part of the administrative proceeding, which must be assessed taking into account the size of the company, the countries and economic sector where it is active and the degree of complexity of its internal structure, among other aspects. The list of criteria to be appraised in compliance programs is as follows:

i. commitment of the top management of the legal entity, including boards;

ii. standards of conduct, code of ethics, policies and procedures of integrity, applicable to all employees and officers;

iii. standards of conduct, code of ethics and policies of integrity extended, when necessary, to third parties;

iv. periodical training on the compliance program;

v. periodical risk analysis;

vi. proper bookkeeping;

vii. internal controls that ensure the prompt preparation and reliability of financial reports and statements of the legal entity;

viii. specific procedures to prevent fraud and wrongdoing in tender procedures, in the performance of administrative contracts or any interaction with the public sector;

ix. independence, structure and authority or the internal instance responsible for applying the compliance program and supervision of its obedience;

x. channels for whistle-blowing and mechanisms destined to protecting whistle-blowers in good faith;

xi. disciplinary measures in case of violation of the compliance program;

xii. procedures that ensure the prompt stoppage of irregularities;

xiii. appropriate steps for the contracting and supervision of third parties;

xiv. verification, during processes of mergers, acquisitions and corporate restructuring, of irregularities or wrongdoing or the existence of vulnerabilities at the legal entities involved;

xv. ongoing monitoring of the compliance program; and

xvi. transparency of the legal entity in relation to contributions to political parties and candidates.

If the company investigated is small-scale or a micro-company, the parameters used for appraising the compliance program will be simplified, and thus some of the above items need not be practiced by the company for its compliance program to be deemed complete.

Lastly, the Decree contains greater details on the mechanism of the leniency agreement, specifying, for instance, that the agreement can only be signed with the first legal entity to express its interest, if this circumstance is relevant. It is therefore understood that in correlated but independent conducts, more than one legal entity may sign a leniency agreement with the competent authority. It should also be noted that the decree reiterates the need for the legal entity to admit its participation in the infringement, to enable signature of the leniency agreement; a rejected proposal for a leniency agreement will not entail acknowledgement of committing the harmful act.

The Decree, along the line established by the Anticorruption Act, makes it clear that maintaining an effective and complete compliance program is the best way for companies to protect themselves from possible convictions for acts against the public administration, or to mitigate any fines.

We are at your disposal if you have any questions or need additional information.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions