Regulatory Compliance

Yes. Law 12,846/2013 (the Brazilian Anti-Corruption Law, also known as the "Clean Company Act") applies to every legal entity, regardless of size, that engages in acts harmful to the national or foreign public administration. Company size is not a criterion for exclusion — it's a factor used to calibrate the penalty. What does change with size is the expected depth of the program: a small company doesn't need a formal ethics committee, but it does need a documented anti-bribery policy if it contracts with the government. For companies that export or have partners in the US, the FCPA (Foreign Corrupt Practices Act) may also apply even if the company is Brazilian and small.Ler artigo completo

"Programa de integridade" ("integrity program") is the term used in Law 12,846/2013 and Decree 11,129/2022 for the set of internal mechanisms for preventing, detecting, and remediating unlawful acts against the public administration. "Compliance" is the broader term, which also covers compliance with sector-specific regulation — the LGPD (Brazil's data protection law), Banco Central (Brazil's Central Bank) rules, CVM (Brazil's securities regulator) rules — and with international standards such as the FCPA and the UK Bribery Act. In practical terms: when a public bid ("licitação") requires a "programa de integridade," it is requiring the minimum set of measures under Law 12,846/2013. When a foreign investor asks for a "compliance program," the requirement is broader in scope.Ler artigo completo

Law 12,846/2013 establishes strict liability ("responsabilidade objetiva") — the company can be held liable regardless of intent or negligence. Penalties include fines ranging from 0.1% to 20% of gross revenue from the last fiscal year, plus mandatory publication of the conviction decision. The existence of an effective integrity program is a mitigating factor for penalty reduction under Decree 11,129/2022 — the absence of such a program can be used to show that the company failed to adopt preventive measures, which affects both the penalty calibration and the negotiation of a leniency agreement ("acordo de leniência") with the CGU (Brazil's Office of the Comptroller General) or the MPF (Federal Public Prosecutor's Office).