Compliance in Brazil: a 2025 retrospective

Brazil saw significant progress in integrity matters in 2025, particularly within the regulatory landscape. The Office of the Comptroller General (CGU), the Office of the Attorney General (AGU), and the Federal Prosecutor’s Office (MPF) all issued new rules and guidelines to increase predictability, align methodologies, and reinforce the need for increasingly structured corporate compliance programs. This article summarizes the year’s key milestones, highlighting the changes, their significance for companies, and the implications for executive decision-making.

• CGU-AGU-MPF Technical Cooperation Agreement: A Technical Cooperation Agreement (ACT) signed by the CGU, AGU, and MPF on April 25 marked a new level of coordination among the institutions in negotiating leniency agreements. By providing for structured information exchanges and joint methodologies for calculating fines and assessing damage, the agreement reduces both inconsistencies among the agencies themselves and uncertainties that previously affected joint resolutions. The agreement represents a significant step forward, providing private entities with greater regulatory predictability and legal certainty.
• AGU Ordinance No. 186/2025: In the field of administrative misconduct, AGU Ordinance No. 186/2025 now regulates Civil Non-Prosecution Agreements (ANPCs). The ordinance provides more objective parameters for this consensual resolution instrument, which is already contemplated in Brazil’s Administrative Improbity Law (Law No. 14,230/2021), following amendments introduced in 2021. By expressly requiring mandatory clauses covering issues such as compensation for damages, the restitution of undue benefits, and admission of conduct, the ordinance provides greater predictability and strengthens legal safeguards.
• Superior Court of Justice’s interpretation of joint and several liability: In a case before the First Panel of the Superior Court of Justice (STJ) in June 2025 (Special Appeal No. 2,209,077/RS), the court took the view that companies within the same corporate conglomerate may be held jointly and severally liable for acts provided for in the Anti-Corruption Law (Law No. 12,846/2013), even if they become the subject of subsequent corporate transactions such as incorporations, corporate conversions or spin-offs. The STJ favored a broader interpretation of the rules on liability with the aim of safeguarding public interest and ensuring the applicable penalties are effective.
• CGU/AGU draft ordinance on leniency agreements: On July 29, 2025, the CGU and AGU submitted the draft version of an interministerial ordinance concerning leniency agreements to public consultation. This ordinance is intended to replace Joint Ordinance No. 4/2019 and update the criteria and procedures for negotiating leniency agreements in accordance with the Anti-Corruption Law. The draft introduces objective criteria for measuring the degree of collaboration, regulates the use of a marker for self-reporting, defines technical criteria underpinning the method for calculating undue advantage and allows for paying penalties in installments, among other aspects. The new ordinance is expected to be published in 2026.
• Administrative penalty calculation report: On August 26, 2025, the CGU published the second edition of a report analyzing the calculation of penalties set in Administrative Accountability Proceedings (PAR), providing important empirical information on the criteria, percentages, and interpretations adopted in 159 decisions issued by the CGU based on the Anti-Corruption Law. The report indicated that liable parties received fines ranging between 0.1% and 11% of gross revenue (with an average of 3.1%). It also signaled that the awareness of senior management and concurrent unlawful acts were considered aggravating factors in calculating penalties, while the effective implementation of corporate integrity programs appeared as a relevant mitigating factor. This data in the report facilitates assessments of penalty calculation scenarios, as well as priority initiatives that can be taken to remedy misconduct.
• Interpretative statements for the Anti-Corruption Law: In September, CGU Ordinance No. 3,032/2025 approved eight administrative statements that standardize interpretations on key topics related to the Anti-Corruption Law. The statements provide a broad definition of undue advantage, liability for submitting false documents in bids (regardless of the result), and also set specific parameters for gifts and hospitality, among other points.

• Guide on identifying and quantifying undue advantage: Published on September 11, 2025, the CGU’s Guide on Identifying and Quantifying Undue Advantage establishes criteria for calculating the advantage obtained as a result of acts in breach of Brazil’s Anti-Corruption Law. As a rule, the method considers the total profit obtained through administrative contracts, allowing only lawful and effective costs directly related to the contract in question to be deducted (excluding general and operating expenses). It also provides for the possibility of using alternative methods in cases where administrative contracts are not actually concluded. This is another CGU initiative aimed at strengthening transparency, predictability and legal certainty.

• Assessment criteria for corporate integrity programs: SE/CGU Ordinance No. 226/2025 (published September 11, 2025) outlines the methods and procedures for assessing corporate integrity programs contemplated in Decree No. 12,304/2024. The main assessment criteria include the level of commitment to the program from senior management, the existence of policies and standards of conduct applicable to employees and third parties, ongoing training, fraud prevention and detection mechanisms, effective reporting channels, diligence in hiring third parties, social and environmental transparency and an overall emphasis on continued oversight and improvement. The ordinance also recognizes the value of the CGU’s Pro-Ética Program by waiving assessments of companies that are part of the program. For organizations that have high-profile contracts with Brazil’s public administration, it is an ideal time to evaluate potential shortcomings in relation to these criteria, prioritizing third-party governance, effective reporting channels, and objective program performance metrics, along with a structured action plan.

• MPF roadmap on entering into leniency agreements: In November 2025, the MPF’s 5th Coordination and Review Chamber released the Roadmap for Companies: Entering into a Leniency Agreement with the MPF. The document serves as a guide for companies when formalizing such agreements, highlighting potential benefits such as significantly reduced penalties, the ability to continue entering into contracts with public authorities, and greater legal predictability. By establishing objective steps and requirements, the roadmap enhances legal certainty and transparency in negotiations, serving as a valuable reference for companies interested in cooperating with public authorities.

• Administrative Accountability Proceedings (PARs) in 2025: In 2025, agencies within Brazil’s executive branch opened 251 PARs to enforce the provisions of the Anti-Corruption Law, with 16 of these concluded by mid-December. These numbers reflect a downward trend in comparison to 2024, which saw 280 cases opened and 104 cases concluded. In 2025, the main bodies responsible for enforcing the Anti-Corruption Law were the CGU, with 126 PARs opened, and Petrobras, with 62 PARs opened. Both entities significantly expanded their operations compared to the previous year (75 and 39 PARs, respectively). The main issues investigated in 2025 involved fraud in public bids (110 cases) and the financing, funding or sponsorship of illegal acts provided for in the Anti-Corruption Law (56 cases). This scenario represented a shift from what was seen the previous year. Although bidding fraud still accounted for the largest number of PARs (97) in 2024, PARs concerning payments to obtain undue advantage (80) and fraud in administrative contracts (69) were also prevalent. Private entities were subject to 25 penalties in 2025, which totaled more than BRL 5 million in fines. This figure represents a sharp decline compared to 2024, which saw 130 penalties issued and fines exceeding BRL 64 million. The consistent efforts of Brazil’s federal authorities in enforcing the Anti-Corruption Law demonstrate a continuous process of regulatory maturation, which helps to strengthen integrity and foster a business environment guided by ethical standards.

For more information on these topics, please contact Mattos Filho’s Compliance & Corporate Ethics practice area.