Brazilian leniency agreements, explained for buyers

What a leniency agreement is

Brazil’s Anti-Corruption Law (Lei 12.846/2013, often called the Clean Company Act) makes companies liable for corrupt acts against domestic or foreign public administration, without needing to prove that any particular individual intended it. Alongside that liability it created a settlement route: a company that comes forward, cooperates with the investigation, and helps identify others involved can negotiate a leniency agreement with the federal comptroller, the Controladoria-Geral da União.

The company gets reduced penalties and, importantly, usually avoids being debarred from public contracting. The government gets cooperation and evidence it might otherwise have spent years obtaining. The agreements are published on the Transparency Portal.

Why it is not the same check as debarment

CEIS and CNEP are debarment and sanctions registers: an authority has imposed something on a company. A leniency agreement is the opposite direction of travel — the company came forward and admitted conduct. Because one of the things it typically buys is staying off the debarment list, the two checks are not substitutes. A company can hold a leniency agreement and appear nowhere in CEIS or CNEP, which is very often the intended outcome.

If your screening process treats “not on the debarment list” as clearing the corruption question, this is precisely the gap it leaves. Check both.

How to read an entry

Each entry names the company, the public body that negotiated the agreement, and its status — for example whether it is still being performed. Agreements run for years and carry obligations: paying agreed amounts, maintaining a compliance programme, continuing to cooperate. A status showing an agreement still in force tells you obligations are still live, not that new wrongdoing is occurring.

We deliberately do not filter the register by status. An agreement that has been fully performed still records an admission that was made, and the admission does not expire because the payments finished. Whether that matters to your decision is your judgement, not ours to make by hiding the row.

What a finding does and does not tell you

It tells you that a company formally acknowledged conduct of a defined kind to the Brazilian state, on a given date, in a published document. That is unusually solid as public-record findings go: it is not an allegation, a press report, or an ongoing investigation.

It does not tell you that the company is currently behaving badly. A leniency agreement is often the visible marker of a company that got caught, cooperated, and rebuilt its controls — which can leave it better governed than a competitor who has never been examined. It also says nothing about the conduct’s scale, or whether it touched the goods you are buying.

What absence proves

Very little, and it is worth being blunt about that. The register lists companies that entered an agreement with the federal comptroller. It does not cover state-level or municipal proceedings, it does not cover conduct that was never investigated, and it obviously does not cover conduct nobody has come forward about.

A company absent from this register has not been shown to be clean. It has been shown not to appear in one specific federal list, as at the date we retrieved it.

Where it fits in a due-diligence file

For a German buyer under the Supply Chain Act, or anyone documenting an anti-bribery risk assessment, this is a check that is cheap to run, has a named authority behind it, and produces a dated, citable result either way. That combination is rarer than it sounds.

Record what you checked, when, and what the source could not establish. A file showing you looked at the right registers and understood their limits is more defensible than one asserting a supplier is clean.

Common questions