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Anti corruption in Brazil: Clean Company Act liability, fine calculation, integrity programs, leniency and procurement rules

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Last verified: 2026-10-27 · Status: Stable

Companies are strictly liable for bribing Brazilian or foreign officials and for procurement fraud, even through agents, with administrative fines of 0.1 to 20 percent of gross revenue and court sanctions up to dissolution. The fine is built from fixed percentage factors, and an integrity program in place before the misconduct can cut up to 5 points of revenue, while leniency cuts up to two thirds. Winners of public contracts above R$261,968,421.04 in 2026 must implement an integrity program within 6 months.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026. Conversions are for orientation only.

Key facts

Minimum Clean Company Act fine, percent of gross revenue	0.1 %Lei nº 12.846 art. 6 I, as of 2013-08-01 · in force
Maximum fine when revenue cannot be used	60000000 BRLLei nº 12.846 art. 6 § 4, as of 2013-08-01 · in force
Maximum fine reduction under a leniency agreement	66.67 %Lei nº 12.846 art. 16 § 2, as of 2013-08-01 · in force
Limitation period for Clean Company Act infringements	5 yearsLei nº 12.846 art. 25, as of 2013-08-01 · in force
Maximum prison term for bribery of a foreign public official	8 yearsPenal Code art. 337-B, as of 2002-06-11 · in force
Public contract value above which the winner must implement an integrity program	261968421.04 BRLLei nº 14.133 arts. 6 XXII and 25 § 4; Decreto nº 12.807/2025, as of 2026-01-01 · in force
Deadline to implement the integrity program after signing a large value contract	6 monthsLei nº 14.133 art. 25 § 4, as of 2021-04-01 · in force

The rule

1. Companies are strictly liable, administratively and civilly, for harmful acts against Brazilian or foreign public administration done in their interest or benefit, without excluding the liability of directors and individuals. Liability survives contractual changes, transformation, merger, incorporation and spin off; in mergers and incorporations the successor answers only for the fine and full redress up to the assets transferred, unless there was fraud. Controlling, controlled and affiliated companies and consortium members are jointly liable for the fine and redress. The law covers foreign companies with a seat, branch or representation in Brazil, and acts of Brazilian companies against foreign public administration even abroad.Lei nº 12.846 of 1 August 2013 (Clean Company Act), Arts. 1 sole paragraph, 2, 3, 4 §§ 1 and 2, and 28, 2013-08-01 official text · verified 2026-10-27

2. Administrative sanctions are a fine of 0.1 to 20 percent of gross revenue in the year before the proceeding (PAR), net of taxes, never below the advantage obtained when it can be estimated, or R$6,000 to R$60,000,000 when revenue cannot be used, plus extraordinary publication of the decision at the company's expense for at least 30 days. Full redress of the damage is always owed. The courts may order forfeiture of gains, suspension or partial interdiction of activities, compulsory dissolution and a ban of 1 to 5 years on public incentives, grants and loans from public banks. Sanctioned companies are listed in the National Register of Punished Companies (CNEP).
Cost to do it: Fines from 0.1 to 20 percent of gross revenue net of taxes, plus redress and publication costs.
Example: On gross revenue net of taxes of R$800,000,000, the range is R$800,000 to R$160,000,000. / About US$149,964 to US$29,992,877 on revenue of about US$149,964,383.Lei nº 12.846 of 1 August 2013 (Clean Company Act), Arts. 6 items I and II and §§ 3 to 5; 19; 22, 2013-08-01 official text · verified 2026-10-27

3. In federal proceedings the fine starts with the sum of aggravating percentages of the revenue base: up to 4 percent for multiple harmful acts; up to 3 percent if management tolerated or knew; up to 4 percent for disruption of public services or works or regulatory breaches; 1 percent if the company is solvent, liquid and profitable; 3 percent for recidivism within 5 years; and 1 to 5 percent according to the value of contracts with the injured body (above R$500,000, R$1,500,000, R$10,000,000, R$50,000,000 and R$250,000,000). From that sum are subtracted up to 0.5 percent if the act was not consummated, up to 1 percent for spontaneous return of the advantage and redress, up to 1.5 percent for cooperation, up to 2 percent for voluntary admission of liability (full credit only before the PAR opens) and up to 5 percent for an integrity program (full credit only if it predates the act). The base is consolidated revenue of all group companies that took part.Decreto nº 11.129 of 11 July 2022, Arts. 20 § 2, 22 and 23, 2022-07-11 official text · verified 2026-10-27

4. The final fine is at least the greater of the advantage obtained and 0.1 percent of the base (or R$6,000 without revenue) and at most the lowest of three times the advantage sought or obtained, 20 percent of gross revenue net of sales taxes, or R$60,000,000 when revenue cannot be used and the advantage cannot be estimated. If no factors apply or the result is zero or less, the minimum applies. Bribes paid cannot be deducted when estimating the advantage.Decreto nº 11.129 of 11 July 2022, Arts. 25 and 26 § 2, 2022-07-11 official text · verified 2026-10-27

5. An integrity program is the set of internal integrity, audit and whistleblowing mechanisms and the effective application of codes of conduct, policies and guidelines to prevent, detect and remedy wrongdoing against the public administration. It is assessed against 15 parameters, including top management commitment and resources, codes extended to third parties, periodic training, risk assessment, accurate books and internal controls, specific controls for tenders, contracts and any interaction with the public sector (taxes, inspections, licenses), an independent compliance function, open reporting channels with protection for good faith whistleblowers, discipline, remediation, risk based due diligence on third parties, politically exposed persons and sponsorships and donations, integrity checks in mergers and acquisitions, and continuous monitoring. Size and specific features of the company are considered.
Cost to do it: Program cost is internal and advisory; the benefit is up to 5 percent of revenue off any fine.Decreto nº 11.129 of 11 July 2022, Arts. 56 and 57 items I to XV and § 1, 2022-07-11 official text · verified 2026-10-27

6. The highest authority of each public body may sign a leniency agreement with the first company to come forward that ceases the conduct, admits participation and cooperates fully, when cooperation identifies others involved and quickly yields evidence. Leniency exempts the company from extraordinary publication and from the ban on public incentives and loans, and cuts the fine by up to two thirds, but full redress remains due. In the federal executive branch and for acts against foreign public administration, the Office of the Comptroller General (CGU) is competent. Breach bars a new agreement for 3 years. Signing interrupts the limitation period, which is otherwise 5 years from knowledge of the infringement.
Cost to do it: Fine reduced by up to two thirds; redress still payable in full.Lei nº 12.846 of 1 August 2013 (Clean Company Act), Arts. 16 §§ 1 to 3, 8 to 10, and 25, 2013-08-01 official text · verified 2026-10-27

7. Individuals face criminal liability: offering or promising an undue advantage to a public official to make the official act, omit or delay an official act is punished with 2 to 12 years of imprisonment and a fine, increased by one third if the official breaches duty. Promising, offering or giving an undue advantage, directly or indirectly, to a foreign public official in connection with an international business transaction is punished with 1 to 8 years and a fine, increased by one third if the official breaches duty.Decreto Lei nº 2.848 of 7 December 1940 (Penal Code), art. 333 as worded by Lei nº 10.763 of 2003 and art. 337-B added by Lei nº 10.467 of 2002, Arts. 333 and 337-B, 2003-11-12 official text · verified 2026-10-27

8. In public procurement, the tender notice for works, services and supplies of large value (grande vulto) must require the winner to implement an integrity program within 6 months of signing the contract. Large value means an estimated value above R$200,000,000 in the statute, updated to R$261,968,421.04 from 1 January 2026. Integrity programs also break ties between bids, mitigate sanctions, and are a condition to rehabilitate suppliers sanctioned for fraud or harmful acts. Fines on suppliers range from 0.5 to 30 percent of the contract value.
Cost to do it: Integrity program build cost within 6 months of signing a large contract.
Example: A R$300,000,000 engineering contract exceeds the 2026 large value threshold of R$261,968,421.04, so the winner must have an integrity program in place within 6 months. / About US$56,236,644 against a threshold of about US$49,107,416.Lei nº 14.133 of 1 April 2021 (Public Procurement Law); Decreto nº 12.807 of 29 December 2025, Lei nº 14.133 arts. 6 XXII, 25 § 4, 60 IV, 156 §§ 1 V and 3, 163 sole paragraph; Decreto nº 12.807 Annex, 2025-12-29 official text · verified 2026-10-27 · changed: Decreto nº 12.807 of 29 December 2025 updated the Lei nº 14.133 amounts from 1 January 2026, setting the large value threshold at R$261,968,421.04 and revoking Decreto nº 12.343 of 2024.

Aggravating factor (added)	Up to	Mitigating factor (subtracted)	Up to
Multiple harmful acts	4	Act not consummated	0.5
Management tolerance or knowledge	3	Return of advantage and redress, or no advantage	1
Disruption of public services or regulatory breach	4	Cooperation with the investigation	1.5
Solvent, liquid and profitable offender	1 (fixed)	Voluntary admission of liability	2
Recidivism within 5 years	3 (fixed)	Integrity program	5
Contracts with the injured body (above R$500,000 to above R$250,000,000)	1 to 5

Federal Clean Company Act fine factors, percent of gross revenue net of taxes. Source: Decreto nº 11.129/2022 arts. 22 and 23.

Worked example

Fine build up. A company with R$1,000,000,000 (about US$187,455,479) of gross revenue net of taxes paid bribes through a customs broker to obtain a license. Factors: management knew (3 percent), solvent and profitable (1 percent), contracts with the agency above R$10,000,000 (3 percent), total 7 percent or R$70,000,000. Subtract cooperation (1.5 percent) and an integrity program that predated the act (5 percent): the result is 0.5 percent, R$5,000,000 (about US$937,277), still subject to the floor of the advantage obtained. A leniency agreement can cut the fine by up to two thirds (Lei nº 12.846 art. 16 § 2).
Acquisition. A buyer of a Brazilian company that bribed officials before closing inherits liability for the fine and redress up to the assets transferred (art. 4 § 1), so anti corruption diligence on public contracts, licenses and intermediaries is part of the deal.

Step by step

1. Run a risk assessment of every touchpoint with public officials: licenses, customs, taxes, inspections, tenders and state owned customers.
2. Build the program on the 15 parameters of Decreto nº 11.129 art. 57 and document it; only a program in place before misconduct earns the full 5 percent.
3. Apply risk based due diligence and contract clauses to agents, distributors, customs brokers and consultants, and to sponsorships and donations.
4. Run an open reporting channel with whistleblower protection and a process to investigate and remediate.
5. If misconduct is found, assess quickly whether to self report and seek leniency with the CGU or the competent body, since only the first company qualifies.
6. For public contracts above R$261,968,421.04 in 2026, plan to implement the program within 6 months of signing.

Common traps

Thinking intent of the board is needed. Liability is strict; an agent's bribe in the company's interest is enough (arts. 1 and 2).
Building a program after the fact. A program adopted after the act gets less than the 5 percent maximum (Decreto nº 11.129 art. 23 sole paragraph III).
Assuming a fine is capped at 20 percent of revenue only. It can never be lower than the advantage obtained, and redress is owed in addition (art. 6 I and § 3).
Ignoring group exposure. Controllers and affiliates are jointly liable for the fine and redress (art. 4 § 2), and group revenue of participating companies forms the base (Decreto art. 20 § 2).
Expecting leniency to end all exposure. It does not exempt redress or bind other authorities such as prosecutors under the improbity law (art. 16 § 3; art. 30).

Sources

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