BRAZIL Law and Practice Contributed by: Valeska Teixeira Zanin Martins, Carla Costa Carneiro da Silveira, Carlos Henrique Sousa Dias, João Victor Orlandi Zanetti Della Penna and Renato Bastos Abreu, Zanin Martins Advogados
1. Legal Framework 1.1 International Conventions
criteria and best practices for corporate compliance. Judicial decisions, particularly from the Superior Court of Justice (STJ), and recommendations issued by the Public Prosecutor’s Office (MPF) further shape inter - pretation, promoting proportionality and transparency in enforcement. 1.4 Recent Key Amendments to National Legislation No content provided in this jurisdiction. 2. Bribery and Corruption Elements 2.1 Bribery A bribe under Brazilian law is any offer, promise, pay - ment, or acceptance of an undue advantage made to influence a public official’s actions. Both giving and receiving a bribe are offences – active bribery (Arti - cle 333) and passive bribery (Article 317) of the Penal Code – while related crimes include influence-ped - dling, extortion and foreign bribery. The Clean Compa - ny Act (Law No. 12.846/2013) also holds companies strictly liable for corrupt acts committed for their ben - efit, even through intermediaries. Brazilian law does not tolerate facilitation payments or benefits disguised as gifts, hospitality or travel; only modest, transpar - ent courtesies without improper intent are acceptable. A public official includes anyone performing a public function, whether permanently, temporarily or within a state-controlled company, and the bribery of for - eign public officials is expressly criminalised. Although there is no stand-alone offence for private-to-private bribery, similar conduct may be prosecuted as unfair competition under the Industrial Property Law (Law No. 9.279/1996) or sanctioned under the Clean Com - pany Act when it involves corruption in commercial relations. 2.2 Influence-Peddling Influence-peddling is a criminal offence under Article 332 of the Penal Code, which prohibits requesting or receiving an undue advantage in exchange for using – or claiming to use – influence over a public official’s decisions. The offence applies even if the influence is only alleged. Article 337-C extends this prohibition to acts involving foreign public officials, aligning Brazil’s framework with the OECD and UNCAC standards.
Brazil is a party to the main international anti-bribery and anti-corruption instruments, including the Unit - ed Nations Convention against Corruption (Decree No. 5.687/2006) (UNCAC), the OECD Convention on Combating Bribery of Foreign Public Officials (Decree No. 3.678/2000) and the Inter-American Con - vention against Corruption of the OAS (Decree No. 4.410/2002). These conventions shape Brazil’s legal and institutional framework, promoting international co-operation, transparency and accountability, and have directly influenced domestic legislation such as the Clean Company Act (Law No. 12.846/2013) and related enforcement mechanisms. 1.2 National Legislation Brazil’s anti-corruption framework is not consoli - dated in a single statute but spread across multiple laws. The Clean Company Act (Law No. 12.846/2013) establishes strict civil and administrative liability for companies involved in bribery of domestic or foreign officials, while the Penal Code criminalises acts such as active and passive bribery, extortion and influence- peddling. Complementary legislation includes the Public Procurement Law (Law No. 14.133/2021), the Administrative Improbity Law (Law No. 8.429/1992, as amended by Law No. 14.230/2021) and the Anti-Mon - ey Laundering Law (Law No. 9.613/1998). Together, these statutes form a comprehensive framework for combating corruption, consistent with Brazil’s civil law principle that only conduct expressly defined by law can constitute an offence. 1.3 Guidelines for the Interpretation and Enforcement of National Legislation The interpretation and enforcement of Brazil’s anti- corruption laws are guided mainly by Decree No. 11.129/2022, which regulates the Clean Company Act (Law No. 12.846/2013) and sets procedures for investigations, leniency agreements and compli - ance assessments. Additional guidance comes from the Office of the Comptroller General (CGU) and the Attorney-General’s Office (AGU) through publications such as the Integrity Programme Evaluation Manual and the Guidelines for Integrity Programmes in Private Companies (2024). These materials define evaluation
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