The Trajectory of Corporate Integrity in Brazil
The enactment of Law No. 12,846/2013, referred to as the Brazilian Anti-Corruption Law, constituted a landmark in establishing the strict liability of legal entities for unlawful acts committed against the public administration. Nevertheless, this normative framework, though groundbreaking at the time, did not expressly provide for the mandatory implementation of integrity programs as a tailored remedial mechanism for the infractions set forth in its provisions.
The legislator confined itself to recognizing integrity programs as a mitigating factor in the calculation of administrative penalties (Art. 7, VIII, Law No. 12,846/2013), delegating to subsequent regulation — notably Decree No. 8,420/2015 and later replaced by Decree No. 11,129/2022 — the responsibility of defining parameters and evaluation criteria. Accordingly, the implementation of integrity programs remained, for more than a decade, predominantly a recommended best practice rather than a direct legal obligation.
In this scenario, Brazil’s corporate environment gradually consolidated a culture of integrity driven primarily by reputational incentives rather than by mandatory regulatory impositions. Initiatives such as the Pro-Ethics Program (“Empresa Pró Ética”) and the Brazilian Pact for Corporate Integrity (“Pacto Brasil pela Integridade Empresarial”), both established under the sponsorships of the Office of the Comptroller General (Controladoria-Geral da União – “CGU”), played a crucial role in fostering private-sector engagement, although with a limited regulatory impact.
From Voluntary to Mandatory: A New Regulatory Landmark
This regulatory vacuum was partially filled with the issuance of Normative Ordinance No. 226/2025 of the CGU, dated September 09, 2025 (“Ordinance No. 226/2025”). The Ordinance No. 226/2025 introduced the mandatory implementation of integrity programs for entities entering into high-value public contracts (over BRL 251 million) and for those seeking rehabilitation following the imposition of administrative sanctions.
The enactment of this normative represents a significant institutional development toward the consolidation of a binding public policy on corporate integrity as, although several Brazilian States had already introduced their own requirements for corporate integrity programs, such as Rio de Janeiro with State Law No. 7.753/2017 and the Federal District with State Law No. 6.112/2018, these obligations were limited to their respective jurisdictions.
Ordinance No. 226/2025, however, represents the first time such mandates are imposed uniformly at the federal level across the entire country. With its issuance, adherence to an integrity program ceases to be merely a reputational or voluntary measure and becomes an objective prerequisite for qualification and tie-breaking criteria in public tenders, as well as a mandatory condition for the reinstatement of companies previously sanctioned.
Therefore, although the Anti-Corruption Law did not explicitly stipulate the requirement for the implementation of integrity programs, the Brazilian legal framework has progressively evolved to incorporate this obligation through sub-statutory and institutional developments.
Ordinance No. 226/2025 and the Strengthening of Public Governance
Furthermore, the Ordinance No. 226/2025, beyond its regulatory dimension, reflects a deliberate strategic repositioning of Brazilian government within the global integrity and transparency agenda.
Among its principal Innovation pillars are: (i) the establishment of a tailored, risk-based, and graduated obligation focused on high-value contracts, thereby ensuring proportionality within the regulatory framework; and (ii) the integration of public integrity initiatives, mitigating the duplication of obligations and promoting enhanced public-private cooperation. Therefore, compliance of the Integrity Program may be substantiated through participation in the Pacto Brasil pela Integridade Empresarial or certification under the Empresa Pró Ética, thereby recognizing the tailored efforts of entities that have already undergone evaluation by the CGU.
By centralizing the assessment of integrity programs under its own institutional authority, the CGU reinforces its role as a normative, evaluative, and fostering body, thereby ensuring greater uniformity and coherence in the application of the corporate integrity framework at the federal level.
Challenges and Opportunities for the Private Sector
In light of the foregoing, the Ordinance No. 226/2025 introduces new and significant compliance challenges, particularly for companies that have yet to establish formalized governance and compliance structures.
The minimum elements prescribed by the CGU are consistent with international best practices and encompass, among other things: (i) senior management commitment; (ii) comprehensive risk assessment and mitigation; (iii) effective reporting and investigation mechanisms; (iv) robust internal control policies; (v) continuous training and capacity-building; and (vi) systematic monitoring and continuous improvement of integrity programs.
Accordingly, companies that conform to the established parameters not only mitigate the risk of sanctions and contractual restrictions but also strengthen their competitive position in public procurement environments.
The advancement of compliance frameworks typically requires structured investment and specialized technical guidance, especially when adapting legacy processes to meet authorities integrity expectations, particularly in industries subject to heightened regulatory scrutiny. Organizations that undertake this transition with strategic planning often secure more resilient institutional positioning and enhanced credibility before public and private stakeholders.
Ultimately, the enactment of Ordinance No. 226/2025 may be regarded as a landmark turning point in Brazil’s integrity agenda, consolidating a public policy that transforms integrity from a reputational differentiator into a contractual and competitive requirement.
Authors: Caroline Rosa, Ana Carolina Chaves, Enzo Sartori.