ANPP (non-prosecution Agreement) in Brazil 2026: Corporate Negotiation Strategy & Compliance Credit

Non-prosecution agreement brazil practice, known in Portuguese as the acordo de não persecução penal (ANPP), has become one of the most consequential levers available to companies and executives facing criminal exposure in Brazil, and 2026 has sharpened its strategic importance. Introduced by Lei nº 13. 964/2019 (the “Pacote Anticrime”) and codified in Article 28-A of the Código de Processo Penal (CPP), the ANPP allows prosecutors to resolve certain criminal matters without formal prosecution where the statutory conditions are met. What has grown in importance for 2026 is the weight prosecutors and courts place on the adequacy of a company’s compliance programme when assessing corporate criminal exposure and when calibrating the terms of a negotiated resolution.

This guide sets out a practitioner-led playbook: eligibility, negotiation steps, how to document compliance credit, and how the ANPP interacts with delação premiada and administrative leniency.

Executive Summary: What an ANPP Is and Why 2026 Changes Matter

An ANPP is a negotiated instrument that allows the Ministério Público to refrain from bringing a criminal prosecution where a suspect who has confessed formally and in detail to the offence agrees to comply with a set of conditions, typically restitution, forfeiture of the proceeds of the offence, community service, financial penalties and other undertakings the prosecutor considers proportionate. The legal foundation is Article 28-A of the CPP, inserted by Lei nº 13.964/2019 (see planalto.gov.br).

It is important to note that Brazilian law does not provide for general corporate criminal liability; under the Constitution and prevailing doctrine, criminal liability of legal entities is expressly recognised only for environmental offences (Lei nº 9.605/1998). For most economic and corporate misconduct, criminal exposure falls on the individuals responsible, while the entity’s exposure is administrative and civil (for example under the Anti-Corruption Law, Lei nº 12.846/2013). This shapes how the ANPP is deployed in a corporate context: it is often the resolution of choice for the individual executives implicated, with the strength of the company’s compliance programme influencing prosecutorial and judicial assessment of those individuals’ conduct.

The 2026 emphasis is unmistakable: compliance-programme adequacy is increasingly treated as a material factor in how prosecutors and courts assess corporate misconduct and the scope of concessions granted in negotiated resolutions. A well-documented programme that can demonstrate genuine remediation functions as negotiating currency, what practitioners call compliance credit.

Three immediate actions for counsel confronting a corporate criminal investigation in Brazil:

1. Preserve documents and secure legal privilege before any interview or production.
2. Launch or reactivate an internal investigation to establish the facts independently.
3. Assemble the compliance evidence file that will support any future non-prosecution agreement brazil negotiation.

Expert insight: The companies and executives that fare best are those that treat compliance not as a defensive afterthought but as evidence they can produce on day one.

Legal Basis and Who Can Be Offered a Non-Prosecution Agreement in Brazil

The ANPP is a statutory instrument, not a discretionary custom, and its boundaries are fixed by legislation. Understanding those boundaries is the first step in any credible negotiation strategy.

Statutory Text: Article 28-A CPP

Article 28-A of the Código de Processo Penal, introduced by Lei nº 13. 964/2019, provides that, in the case of an offence committed without violence or serious threat to the person and carrying a minimum sentence of less than four years, and provided the accused has confessed formally and in detail to having committed the offence, the Ministério Público may propose an ANPP where the agreement is necessary and sufficient for the reproof and prevention of the crime (see the CPP text at planalto. gov. br).

The instrument is not available in several situations set out in the statute, for example, where the conditions for a conditional suspension of proceedings are met, where the accused is a habitual or professional offender, or in cases of domestic violence against women.

The agreement commonly requires the accused to repair the damage or return the proceeds of the offence (save where impossible), waive assets that are instruments, products or proceeds of the crime, perform community service, and pay a financial contribution. In Portuguese practice these conditions are the substance of the acordo de não persecução penal.

Prosecutorial Discretion and Judicial Homologation

The ANPP is proposed by the Ministério Público, but it does not take effect on signature alone. It must be submitted for judicial homologation, where the judge reviews the voluntariness of the agreement, the legality and adequacy of its conditions, and whether the accused was properly advised by counsel. If the judge considers the conditions inadequate, insufficient or abusive, the matter can be returned to the prosecutor for reformulation.

Prosecutorial discretion is structured rather than unfettered. Guidance and standards issued through the Conselho Nacional do Ministério Público (see cnmp.mp.br) shape how prosecutors evaluate eligibility and calibrate conditions, and the higher courts, the Supremo Tribunal Federal (stf.jus.br) and the Superior Tribunal de Justiça (stj.jus.br), have progressively defined how and when the ANPP may be applied, including in matters that were already pending when the Anticrime Law came into force.

The practical takeaway for corporate counsel is that a non-prosecution agreement brazil strategy must satisfy two audiences: the prosecutor who proposes it and the judge who homologates it. Both need to see a proportionate, well-evidenced package.

Practical Benefits and Risks of an ANPP for Corporates and Executives

An ANPP can be transformative, but it is not risk-free. Counsel must weigh the concrete advantages against the exposures created by the confession requirement and the terms accepted.

Benefits

• Avoiding prosecution and trial. The accused sidesteps a public criminal prosecution, its attendant cost, duration and uncertainty. Compliance with the agreed conditions results in the extinction of criminal liability, and the ANPP does not, in itself, generate a criminal record for the purposes of recidivism or primariness.
• Negotiated, predictable conditions. Financial contributions, remediation and undertakings are agreed in advance rather than imposed by an unpredictable judgment.
• Reduced reputational damage. A negotiated resolution, particularly one framed around remediation, limits the drip-feed of adverse publicity that a contested trial generates.
• Operational continuity. Executives and management can focus on the business rather than a protracted defence, and the compliance function is strengthened as part of the process.

Risks for Executives: Criminal Liability and Collateral Consequences

The confession requirement is the central risk. An ANPP requires a formal and detailed admission of the offence, and that admission has consequences beyond the four corners of the agreement. Criminal liability in Brazil is personal, and admissions made in a corporate context can create exposure for individuals if not carefully structured. Counsel must consider:

• Whether individual executives should pursue separate resolutions rather than be swept into a common admission.
• How the admitted facts might be used in parallel civil, labour or regulatory proceedings.
• The reach of the offences under the Código Penal (see planalto.gov.br) and whether related conduct falls outside the agreement’s scope.

Expert insight: The most damaging mistake is negotiating a resolution without first mapping the individual exposure of every officer whose conduct the confession touches.

How Compliance Programme Adequacy Affects Corporate Criminal Exposure and Compliance Credit in Brazil

This is a defining theme of 2026 practice. Where once a compliance programme was treated as background context, prosecutors now scrutinise it as evidence, evidence of weakness if cosmetic, and evidence of good faith and remediation if robust. A strong programme can materially influence how conduct is assessed and can reduce the financial and monitoring burden of a negotiated resolution. This is compliance credit Brazil in action, both in the criminal sphere affecting implicated individuals and in the administrative sphere where corporate liability arises under the Anti-Corruption Law (Lei nº 12.846/2013) and its regulations.

What Prosecutors and Authorities Look For

Authorities assess whether a programme is genuine and operational rather than cosmetic. The evidence weighed most heavily includes:

• Tone from the top. Documented board and senior management commitment, minutes reflecting compliance oversight, and resourcing decisions.
• Risk assessment. Evidence that the company identified the specific risk area implicated by the investigation before the conduct occurred.
• Detection and reporting. Functioning whistleblower channels, audit trails and evidence that the conduct was detected internally.
• Response and discipline. Prompt disciplinary action against those responsible, including terminations where warranted.
• Remediation. Concrete changes to controls, training and governance following discovery.
• Quality of the internal investigation. A rigorous, independent, well-documented internal investigation that the company can share on a controlled basis.

High-impact compliance evidence: contemporaneous board minutes on compliance, documented risk assessments predating the conduct, disciplinary records, and an independent internal investigation report with a clear methodology.

Low-value evidence: generic policy manuals never operationalised, undated training slides, and after-the-fact statements of intent unsupported by action.

Documenting Compliance to Obtain Compliance Credit

Compliance credit is only realised if the evidence is organised and presented persuasively. Counsel should build a structured file that maps each element of the programme to documentary proof. A prioritised approach:

1. Prepare a compliance narrative: a chronological account of the programme’s design, operation and evolution.
2. Index the supporting documents against each element authorities assess.
3. Quantify remediation: costs incurred, headcount added, controls implemented, and measurable outcomes.
4. Prepare a briefing memo that translates raw documents into the reproof-and-prevention framework of Article 28-A and, where relevant, the criteria for evaluating compliance programmes under the anti-corruption regime.

Timing: Remediation Before Versus After Discovery

Timing shapes credibility. Remediation undertaken before the company knew it was under investigation is the most persuasive, it demonstrates genuine commitment rather than opportunistic damage control. Remediation launched immediately upon discovery, and completed before a resolution proposal, still carries substantial weight. Remediation promised only as a future condition is the weakest, because it evidences nothing about the company’s culture. The strategic lesson is to move fast: begin verifiable remediation the moment misconduct is identified, and document every step.

Expert insight: Remediation already delivered speaks louder than remediation merely promised, early, documented action is the strongest argument for compliance credit.

Negotiation Playbook: Step-by-Step Non-Prosecution Agreement Brazil Strategy

A disciplined process, executed from the first notice, influences both whether an ANPP is offered and how favourable its terms are. This section sets out the tactical roadmap from first contact to homologation.

First 72 Hours: Immediate Checklist

The opening days establish the foundation for everything that follows in corporate criminal investigations in Brazil. Priorities:

1. Preserve evidence. Issue a document-hold, secure servers, devices and physical files, and suspend routine document destruction.
2. Protect privilege. Route the internal investigation through counsel and mark work product carefully from the outset.
3. Scope the exposure. Identify the offences potentially in play, the individuals involved, and whether administrative or cross-border dimensions exist.
4. Stand up the internal investigation. Appoint an independent team and define its mandate and reporting line.
5. Engage specialist external counsel. Retain criminal and compliance counsel experienced in ANPP negotiation. You can find a criminal lawyer in Brazil through our directory.

Preparing the Submission Package

The submission package is the argument, in documentary form, that a negotiated resolution is warranted and that its conditions should be proportionate. A strong package demonstrates cooperation with the Ministério Público while protecting legitimate interests. It should include:

• A factual narrative supported by the internal investigation findings.
• The compliance evidence file and remediation record.
• A proposed set of conditions the accused is prepared to accept.
• A quantification of harm and any restitution already made.
• Proposals on ongoing undertakings, where relevant, with defined scope and duration.

Negotiation Levers and Typical Concessions

Effective negotiation trades demonstrable good faith for proportionate terms. The principal levers include:

• Depth of cooperation. Voluntary disclosure and full cooperation can support more moderate conditions.
• Strength of remediation. Completed, verifiable remediation supports lighter ongoing obligations.
• Restitution and forfeiture. Early repair of harm and voluntary forfeiture of proceeds reduce the reproof required.
• Governance commitments. Policy overhauls, training and reporting undertakings can support more proportionate financial terms.

Typical points negotiated include the size of the financial contribution, the scope and duration of any behavioural undertakings, ongoing reporting, and the specific policy changes required.

Drafting Clauses to Preserve Civil Defences and Limit Admissions

The confession embedded in an ANPP creates collateral risk, so drafting matters as much as negotiating. Counsel should:

• Define the admitted facts narrowly and precisely, limiting them to what Article 28-A requires.
• Preserve, so far as the law permits, the accused’s position in unrelated proceedings.
• Fix the scope of the agreement so that unrelated conduct is not implicitly covered or exposed.
• Address confidentiality of the underlying investigation materials.

Sample submission checklist:

• Internal investigation report (final).
• Compliance narrative and indexed evidence file.
• Remediation register with dates and costs.
• Proposed conditions and draft ANPP text.
• Restitution and forfeiture proposal.
• Individual exposure map for affected executives.

Comparisons: ANPP vs Delação Premiada vs Administrative Leniency

Companies rarely face a binary choice. The right path often combines instruments, and counsel must understand how each mechanism differs before choosing an order of operations.

When to Prefer an ANPP

An ANPP is generally the priority where the objective is to resolve an individual’s criminal exposure efficiently, avoid prosecution, and convert a strong compliance record into favourable terms. It suits situations where the facts are contained, remediation is credible, and the accused wants finality.

When to Prefer Delação (Executive Strategy)

Delação premiada, a cooperation-and-disclosure agreement (colaboração premiada, principally governed by Lei nº 12.850/2013 in the context of criminal organisations), is often the better route for an individual who possesses material evidence about a broader scheme and needs benefits in exchange for effective cooperation. It is an evidence-exchange instrument with a different risk-benefit profile from the ANPP, and it can create tension where an executive’s disclosures cut against the company or against colleagues.

Coordinating With CADE / CGU Leniency or Administrative Settlements

A leniency agreement Brazil resolution in the administrative sphere, for competition matters before CADE (Conselho Administrativo de Defesa Econômica), or for anti-corruption matters engaging the Controladoria-Geral da União (CGU) under Lei nº 12.846/2013, runs on a separate track from criminal resolution. Coordinating the timing and content of a leniency application with a criminal ANPP is one of the most delicate tasks in a multi-agency matter, because disclosures made to one authority may become relevant to another.

Tactical Issues: Privilege, Cross-Border Evidence and Multi-Agency Coordination

Complex matters seldom stay within one agency or one jurisdiction. Managing privilege and information flow across those boundaries is where cases are won or compromised.

Privilege and Professional Secrecy in Brazil

Communications between a client and defence counsel are protected by the lawyer’s professional secrecy and the inviolability of the lawyer’s office and correspondence, safeguarded under the Lawyers’ Statute (Lei nº 8.906/1994) and the ethical framework administered by the Ordem dos Advogados do Brasil (see oab.org.br). Note that Brazil does not have an attorney–client privilege regime identical to common-law jurisdictions; protection derives from professional secrecy and constitutional guarantees. To preserve confidentiality, counsel should direct the internal investigation, keep legal advice distinct from ordinary business communications, and mark work product carefully. Mishandling can convert an internal investigation from an asset into a source of prosecution evidence.

Practical Coordination With CADE and CGU, Timing and Information-Sharing Safeguards

When both criminal and administrative processes are live, sequencing is critical. Disclosures to a competition or anti-corruption authority can reach criminal prosecutors, so counsel must map information flows before disclosing anything. Safeguards include synchronising the content of parallel submissions, negotiating confidentiality protections where available, and ensuring that admissions made in one forum do not exceed what is strictly necessary in another. A misstep here can undermine an otherwise strong non-prosecution agreement brazil negotiation.

Post-ANPP Compliance Obligations and Monitoring

Signing and homologating an ANPP is not the end, it is the start of a period during which the accused must deliver on the agreed conditions, and where realising the promised compliance credit depends on execution.

Designing Verifiable Remediation

Remediation undertakings should be specific, measurable and auditable. Vague commitments invite disputes about compliance. Effective design includes defined milestones, named responsible owners, objective metrics, an agreed reporting cadence, and, where ongoing oversight is agreed, a clear scope and reporting line. The more verifiable the commitments, the easier it is to demonstrate satisfaction and close out the agreement.

Handling Breaches and Renegotiation Risk

Breach of ANPP conditions can lead to termination of the agreement and revive the prospect of prosecution, so the obligations must be treated as binding priorities. Where circumstances change and a milestone becomes impractical, the right course is proactive engagement with the prosecutor to discuss the terms, supported by documentation of the reasons, not silent non-performance. Internal monitoring of compliance with the agreement should be as rigorous as the compliance programme that supported it.

Templates, Checklists and Negotiating Clauses

The following redacted examples illustrate the drafting approach. They are illustrative only and must be adapted to the facts by qualified counsel.

Sample Non-Admission Clause

“The facts acknowledged herein are limited strictly to those set out in Clause [X] and are made solely for the purposes of this acordo de não persecução penal. Save as expressly required by law, nothing in this agreement shall be construed as an admission of liability in any civil, administrative or regulatory proceeding.”

Sample Remediation Milestones Table

• Month 1–3. Complete independent controls review; appoint compliance lead.
• Month 4–6. Implement revised policies; deliver targeted training to affected functions.
• Month 7–9. First independent audit of implemented controls.
• Month 10–12. Reporting to prosecutor; remediation of any audit findings.
• Month 13+. Ongoing monitoring and periodic certification until close-out.

Conclusion and Action Plan

A non-prosecution agreement brazil strategy succeeds when it is prepared early, evidenced thoroughly and executed with discipline. In 2026, the quality of a company’s compliance programme is not background, it is increasingly the currency of negotiations across criminal and administrative fora. Five immediate actions for counsel: preserve evidence and professional secrecy from the first notice; assemble a rigorous internal investigation and compliance evidence file; document and quantify remediation to build compliance credit; coordinate carefully with any administrative leniency track before disclosing; and engage specialist external counsel to structure the negotiation and protect individual positions. Handled well, a non-prosecution agreement brazil resolution converts a criminal exposure into a controlled, proportionate outcome.

This guide is general information, not legal advice, consult qualified Brazilian counsel on any specific matter.

Resources and Authoritative Citations

The legal framework for the ANPP rests on the Anticrime Law and the CPP, with interpretation supplied by the higher courts and standards issued through the Ministério Público and the bar. Related administrative regimes are governed by the Anti-Corruption Law and the competition statute.

Sources

1. Lei nº 13.964/2019 (Pacote Anticrime), Planalto
2. Código de Processo Penal (Decreto-Lei nº 3.689/1941), Planalto
3. Código Penal (Decreto-Lei nº 2.848/1940), Planalto
4. Lei nº 12.850/2013 (Organizações Criminosas / Colaboração Premiada), Planalto
5. Lei nº 12.846/2013 (Lei Anticorrupção), Planalto
6. Supremo Tribunal Federal (STF)
7. Superior Tribunal de Justiça (STJ)
8. Conselho Nacional do Ministério Público (CNMP)
9. Ordem dos Advogados do Brasil (OAB)