Fair Digital Competition Bill submitted to the House of Representatives

On September 17, 2025, the Federal Government submitted a bill to the National Congress amending Law No. 12,529/2011 (“Brazilian Competition Law”), to establish a specific regime for monitoring and imposing obligations on economic agents with systemic relevance in digital markets. In addition, the version released by the Ministry of Finance creates the Superintendence of Digital Markets (“SMD”) within the scope of the Administrative Council for Economic Defense (“CADE”).

The text aims to reduce barriers to entry, safeguard the competitive process, and promote freedom of choice within digital ecosystems. If approved, it will enter into force 60 days after publication.

Scope and designations

The agents will be appointed through an administrative proceeding conducted by the SMD, subject to approval by CADE’s Tribunal. The designations apply to its entire economic group and remain valid for up to 10 years – renewable through a new procedure.

The bill establishes the following non-cumulative criteria for characterizing systemic relevance:

• Operation in multi-sided markets.
• Market power associated with network effects.
• Vertical integration and presence in adjacent markets.
• Strategic position for third-party activities (gatekeeping).
• Access to a significant volume of relevant personal and business data.
• Substantial professional and end-user base.
• Portfolio with multiple digital products or services.

The bill also determines economic thresholds for the eligibility of an agent’s designation, establishing global annual gross revenues of more than BRL 50 billion or annual gross sales in Brazil of more than BRL 5 billion. These thresholds may be adjusted by joint act of the Ministries of Finance and Justice).

Key obligations and prohibitions for designated agents

In addition to maintaining an office in Brazil and keeping contact information updated with CADE, the Tribunal may impose – in a sector-specific and service/product-calibrated manner – obligations such as:

• Prior control of concentrations: Submission to CADE of mergers involving the designated agent, regardless of the notification criteria of Article 88 of the Brazilian Competition Law.
• Transparency and information:

1. 1. Clear disclosure of terms of use, technical criteria, collection, and processing of data from business/professional users;
   2. Transparency regarding ranking/display criteria (including searches) and pricing, remuneration, and fee structures; and
   3. Timely communication of changes to terms of use through the usual channels.

• Prohibited conduct:
  • Restrictions that limit/prevent competitors from participating in current or adjacent markets.
  • Limitation of rivals’ access to relevant offers/inputs/users.
  • Self-preferencing practices (including via business/professional user data).
  • Sale and contractual/technical restrictions on third-party access.
  • Restrictions on information relevant to the offer of products/services by business/professional users.
  • Limitations on direct contact between business users and end users.
  • Predatory or abusive strategies involving business, professional, or end users.

Portability, interoperability, and user choice

The bill also brings relevant provisions regarding portability, interoperability, and user choice on platforms, indicating that free data transfer tools must be offered to end users, as well as effective and cost-free interoperability with third-party services, products, or offers.

Additionally, platforms must allow the installation and use of third-party applications, as well as the change of default settings, including the possibility of uninstallation. Business and professional users should have access to both aggregated and non-aggregated data, as well as benchmarking tools.

Finally, effective mechanisms for handling complaints and disputes must be implemented, along with guarantees of equal and non-discriminatory access conditions.

Implementation, oversight, and regulatory cooperation

Designated agents must submit periodic compliance reports to CADE, which may require independent audits at the agent’s expense and disclose reports, subject to legal confidentiality.

The SMD will be responsible for supervising compliance with the obligations and may impose administrative measures or recommend adjustments.

The bill also establishes the possibility of cooperation with sectoral regulators and competent authorities on digital markets and the defense of diffuse and collective rights.

Sanctions

In the event of non-compliance with the obligations imposed on agents, the bill provides for the applications of the sanctions established in the Brazilian Competition Law, in addition to the following specific penalties:

• A daily fine of BRL 20 thousand, which can be increased up to 50 times in cases of failure to maintain an office in Brazil; and
• A pecuniary fine ranging from BRL 5 thousand to BRL 5 million for failure to keep the addresses and contact information of representatives updated before CADE.

Procedures and deadlines

In its Article 87-C, the bill establishes the procedural framework before the SMD for the designation of an economic agent of systemic relevance:

Initiation by the SMD: May occur ex officio or by representation of interested parties. Immediate initiation is required when the representation is submitted by the Tribunal, the General Superintendence, the Secretariat for Economic Monitoring (“SEAE“), or other competent federal agencies.

Allegations by the agent: 30-day deadline, extendable once for up to 10 days.

Complementary instruction: Up to 30 days, extendable once for an equal period.

Preliminary statement of the SMD: Up to 45 days.

Public hearing: 15-day period for contributions from any interested party, counted from the publication of the preliminary statement.

Agent’s closing arguments: 5 working days.

Final statement of the SMD: Within 30 days and referral to the Tribunal.

In the Tribunal: Distribution to a reporting commissioner within 48 hours and inclusion on the agenda within 120 days, with automatic inclusion after this period.

Publication of the decision: Within 5 business days.

Effectiveness of the obligations: Become effective 60 days after the publication of the decision, and last until the end of the designation period.

What this means for your organization

Digital platforms and ecosystems with a large user base, network effects, and adjacent integrations should assess assignment risk. By early adopting compliance measures, adaptation costs and sanctioning risks can be mitigated.

How to prepare

1. Assess eligibility: Verify the group’s billing and mapping of services with characteristics listed in the bill.
2. Governance and M&A: Review  acquisition strategies and associative agreements in light of the potential requirement for prior submission to CADE.
3. Terms and transparency: Adapt terms of use, ranking criteria, pricing policies, and communications to users.
4. Data and access: Structure data portability, metrics, and performance tools for business/professional users.
5. Interoperability and user choice: Plan APIs/interfaces, compatibility with third-party services, and default configuration options.
6. Local structure and contact: Plan or confirm the existence of an office in Brazil and  establish routines for updating information before CADE.
7. Ongoing compliance: Prepare compliance reports, audit trails, and complaint/dispute governance mechanisms.
8. Regulatory monitoring: Monitor CADE’s public consultations and hearings, as well as potential legislative adjustments.

Next steps

The bill will be submitted to Congress and may undergo changes. In addition, CADE is expected to publish complementary regulations – preceded by public consultation and hearing –, especially within the scope of the procedures for designation and imposition of obligations.

Demarest’s Competition team remains available to provide any clarifications that may be necessary regarding the public consultations.

*This material is for informational purposes only and does not constitute a legal opinion for specific cases. If you would like to discuss specific impacts on your business, please contact our team.