The question “can I be arrested just for being a company partner (shareholder/director/board member)?” often arises when an investigation hits the company. The answer should be “no” because Brazilian Criminal Law is grounded in subjective liability and the principle of culpability. As a rule, the law requires intent; negligence is exceptional and does not equal strict liability. Even in negligence, one must show imprudence, neglect, or lack of skill facing a concrete risk. In short, titles don’t create crimes — facts do.
When omissions can trigger liability for corporate officers
Criminal law isn’t limited to acts. In some cases, a person may be liable for failing to act when he or she had a legal or assumed duty to act and the concrete power to act. Labels like “director” or “board member” are not enough; the prosecution must show the prevention fell within the person’s remit, that there was awareness of the risk, and that intervention was required. Legal basis: Brazilian Penal Code, art. 13 §2 (guarantor position).
What the indictment must contain: individualization
For someone to stand trial, the Prosecutor’s Office must file an indictment that describes the criminal fact with all its circumstances and individualizes each defendant’s contribution — see Brazilian Code of Criminal Procedure, art. 41. In plain terms: what, who, how, when, where, and why that person’s conduct connects to the result. Indictments are for facts, not labels.
The problem with “general” indictments in corporate crime
Brazilian case law has often tolerated general indictments in corporate crime — broad narratives about company dynamics that assign results indiscriminately to managers. This relaxes the legal standard for the accusation and shiftsthe burden to the defense and courts. Quality drops, and people with no meaningful contribution become defendants. Good practice demands narrative precision — the art of not overreaching — otherwise the indictment is inept.
If you fear being named in an indictment: keep this (5 items)
- Define your role in writing — bylaws, board minutes/election records, job description, powers of attorney and approval limits.
- Map who decides what — dated org chart, RACI matrix, approval workflows and segregation of duties.
- Record formal decisions — full minutes, votes/abstentions, recusals, action items and owners.
- Evidence compliance — policies and training, audit/compliance reports and follow-ups, third-party due diligence, contract clauses.
- Preserve evidence and get counsel — emails/messages showing refusal/escalation, logs and access; implement legal hold (don’t edit files). If indicted, hire counsel and provide the dossier.
Can I be arrested just for being a partner? The current risk of generic indictments
In a system that respects culpability, no one is arrested for the title alone, but for facts with intent (or concrete negligence where the law so provides). What worries us today is the gap between that standard and the practice of generic indictments. As long as accusations without individualization are tolerated, any executive can be investigatedor indicted without a clear showing of their contribution. The way out is two-fold: well-documented defenses and courts that enforce individualization.
