Eye On Economic Crime: Brazilian CGU’s New Guidance on the Anti-Corruption Law and Compliance Implications
I. Recent CGU Administrative Guidelines on Corporate Anti-Corruption Liability
On September 10, 2025, the Brazilian Office of the Comptroller General (Controladoria-Geral da União – “CGU”) issued eight new Administrative Guidelines to standardize key interpretations of the administrative liability of legal entities for acts of corruption under Law No. 12,846/2013 (the “Anti-Corruption Law” or the “Law”).
The publication marks a major step in consolidating Brazil’s anti-corruption enforcement framework, offering the first comprehensive interpretative guidance since the Law’s enactment and signaling increased scrutiny of corporate compliance programs.
These Administrative Guidelines address central aspects of the Law’s application and its regulatory decrees, such as Decree No. 11,129/2022, which governs the Anti-Corruption Law, and Decree No. 10,889/2021, which sets criteria and thresholds for the offering of gifts, courtesies, and hospitality to public officials.
A summary of the Guidelines is provided below:
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Guideline |
Decree No. 11,129/2022 applies to all procedural acts in Administrative Liability Proceedings initiated or concluded on or after July 18, 2022, regardless of when the misconduct occurred. Fines must therefore be calculated under the new Decree, even if the prior Decree No. 8,420/2015 would have been more favorable to the company. |
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Guideline |
Any goods, service, or benefit of any kind—regardless of whether it has economic value—may qualify as an undue advantage. This encompasses material, intangible, moral, political, and even sexual benefits. |
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Guideline |
Proving corruption does not require evidence that the company specifically intended to influence a public official’s actions or that any actual favor was granted in return. Administrative liability arises once it is established that the wrongful act was carried out, in whole or in part, in the company’s interest or for its benefit. |
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Guideline |
A public official’s solicitation or demand for an undue advantage does not preclude the administrative liability of a legal entity under the Anti-Corruption Law. Liability applies whenever the company promises, offers, or provides the advantage, whether to the public official directly or to a related third party. |
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Guideline |
A company’s offer or provision of gifts or hospitality to a public official does not constitute corruption when done in the legitimate interest of the public institution employing the official, as long as it fully adheres to the requirements of Decree No. 10,889/2021. |
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Guideline |
Inviting or offering a public official access to concerts, sporting events, or other entertainment beyond the limits and criteria established by Decree No. 10,889/2021 constitutes an act of corruption. |
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Guideline |
Submitting false or altered documents during a bidding process triggers administrative liability under the Anti-Corruption Law. As a formal administrative offense, liability applies regardless of whether the bidder ultimately wins, loses, or is disqualified. |
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Guideline |
Under the Anti-Corruption Law, convictions in Administrative Liability Proceedings entail the combined imposition of a monetary fine and the extraordinary publication of the conviction. However, when a leniency agreement has been executed, authorities may apply only the fine, waiving the requirement for publication. |
Full details of the Guidelines (in Portuguese) are available in CGU Ordinance No. 3.032/2025.
II. Overview of the Anti-Corruption Law’s Core Provisions
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Key |
Corporate liability : Legal entities may be held administratively and/or civilly (not criminally) liable for acts of corruption and other unlawful conduct against the national or foreign public administration. |
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Strict liability: Companies are liable for unlawful acts committed by employees, officers, or third parties acting on their behalf or for their benefit — regardless of intent. |
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Broad scope of corruption: Includes offering or granting any undue advantage to a public official or related party (including bid rigging and procurement fraud, not just bribery). |
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Penalties: Administrative penalties include fines ranging from 0.1% to 20% of the company’s gross revenue from the previous fiscal year and extraordinary publication of the condemnatory decision. Judicial penalties may range from the forfeiture of assets, rights, or values obtained through the infraction to the compulsory dissolution of the company. |
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Successor or Joint Liability: Liability is transferable in cases of corporate succession, including contractual amendments, transformations, incorporations, mergers, or spin-offs. Controlling, controlled, and affiliated companies, as well as consortium members within the scope of the respective contract, may be held jointly and severally liable for unlawful acts. |
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Administrative Liability Proceedings (PARs): PARs are the main procedural mechanism used to investigate and sanction companies under the Law. |
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Resolution mechanisms: Leniency agreements and Commitment Terms can significantly reduce fines and sanctions and may avert certain debarments, but they do not provide complete immunity. |
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Multi‑layered enforcement architecture and concurrent jurisdictions: Enforcement occurs at federal, state, and municipal levels. Key federal actors include the Office of the Comptroller‑General (CGU), the Federal Attorney‑General (AGU), and other federal regulators and ministries. |
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Compliance programs: Effective compliance programs may serve as mitigating factors and reduce applicable penalties, but not as a substantive defense to liability. Federal Decree No. 11,129/2022 sets out concrete, risk‑based parameters for assessing programs: tone at the top, independence/resources, periodic risk assessments, third‑party lifecycle controls, gifts/hospitality controls, training, reporting channels, anti‑retaliation, investigations, and monitoring. |
III. Key Considerations on the New CGU Guidelines
The new Administrative Guidelines build on more than a decade of CGU’s enforcement experience under the Anti-Corruption Law and aim to unify the agency’s interpretations among the various authorities empowered to apply the Law, which until now could adopt divergent understandings and standards in similar cases.
While they are not binding, the Guidelines are intended to promote consistency in investigations and sanctioning procedures and to enhance legal certainty for both companies and public officials. They also provide valuable insight for companies seeking to strengthen their compliance programs, assess corruption-related risks, and align internal controls with regulatory expectations. Ultimately, this standardization of interpretation reinforces integrity, promotes fairness, and strengthens legal certainty in the relationship between the private and public sectors.
In 2024 alone, over 250 new Administrative Liability Proceedings were initiated against legal entities under the Anti-Corruption Law—76 of which were filed by the CGU, marking a record high since the Law’s enactment in 2014. To date, more than 32 leniency agreements have been executed. These figures underscore the importance of robust compliance programs designed to prevent and detect corruption risks, thereby reducing the likelihood of corporate anti-corruption liability. Under the Law, even in the event of an investigation or the initiation of an Administrative Liability Proceeding, effective compliance programs can also significantly mitigate the applicable sanctions.
As enforcement activity continues to accelerate in Brazil, companies should revisit their compliance structures to ensure that prevention and response mechanisms meet the standards now formalized by the CGU.
IV. Compliance Implications: Heightened CGU Focus on Compliance Programs
These recent enforcement developments highlight a renewed regulatory focus on the structure and performance of corporate compliance programs in Brazil. Key and recent trends include:
- Increased Regulatory Scrutiny: Over the past two years, the CGU has intensified its review of the design, implementation, and effectiveness of compliance programs, paying closer attention to whether companies maintain active monitoring, reporting, and remediation mechanisms.
- ESG-Driven Compliance Guidelines: The scope of compliance expectations has also broadened. Beyond traditional anti-bribery and corruption risks, companies are now expected to address human rights, discrimination, harassment, and environmental impacts, reflecting the CGU’s recent integration of ESG principles into their compliance evaluation criteria.
- Public Contracting Requirements (Decree No. 12,304/2024): Companies entering into large-scale public contracts are now required to implement compliance programs consistent with CGU’s evaluation standards, signaling the institutionalization of compliance as a prerequisite for government partnerships. Compliance programs may also be used as a tiebreaker and as a condition to rehabilitate ineligible companies.
Going forward, organizations will likely be expected to incorporate the new Administrative Guidelines into their compliance frameworks, risk assessments, internal policies, and training initiatives to ensure alignment with CGU’s current regulatory expectations.
How We Can Help
Our Global Investigations & White-Collar Defense team has extensive experience advising Brazilian and multinational clients on the design, implementation, and enhancement of compliance programs consistent with CGU and international standards.
We have assisted numerous companies in conducting compliance diagnostics, risk assessments, and remediation plans to align internal controls with evolving Brazilian and global enforcement trends. Our team is actively helping clients adapt their compliance frameworks to reflect these developments and stands ready to support companies in navigating Brazil’s increasingly complex enforcement landscape.
If you would like to discuss the implications of this development or explore opportunities to strengthen your compliance program and manage Brazil-wide regulatory risks, please do not hesitate to contact us.
