ValidaAuditoria
Note 06 · 24/09/2026
See what is proven and what is assumedEvery technical opinion arrives with a conclusion. Not every one arrives with someone standing behind it: sometimes the cover says "Technical Team," or carries only a company logo. For engineering work, Lei 5.194/1966 (Law 5,194/1966) settled the matter in art. 14: in opinions and reports, it is mandatory to state, "in addition to the signature," the title of the professional who signs and the number of that professional's license card. That leaves the simplest question, and the most revealing one, about any technical document. Who answers for this?
As Valida reads it, an opinion is worth what the person who answers for it is worth. That calls for, in writing, a name with a professional registration, a declared relationship, a check by a second examiner and a fee that does not depend on the conclusion. The reason is practical, not ceremonial: Brazilian law can only hold accountable someone whose name is on the cover.
An opinion is the document in which a professional says what was concluded and why. It works like the test result you take to the doctor: without the name and registration of whoever issued it, an office will hardly accept it. The engineering law has thought the same way since 1966.
Lei 5.194 includes among the profession's duties "analyses, appraisals, inspections, expert examinations, opinions" (art. 7, item c) and reserves them for individuals who are "legally qualified" (art. 8). Art. 13 draws the consequence: such work "shall have legal value only when its authors are professionals qualified under this law." Art. 14 describes the cover, and art. 73 provides a fine for anyone who breaks both. The cover is not a label. It is a requirement with a penalty.
The same law closes the door on the borrowed name. Art. 6, item c, treats as illegal practice of the profession the case of someone who lends "his or her name to persons, firms, organizations or companies that carry out works and services without real participation in their work." And art. 15 declares "null and void" the contracts signed with someone who is not qualified. The collective author sits between two things the law rejects: the name that nobody signs and the name that somebody signs without having done the work.
The Anotação de Responsabilidade Técnica (ART, technical responsibility record) is a form registered with the CREA, the regional council of engineering and agronomy. It is the responsible-engineer sign you see at the front of a construction site, only filed in a public register. Lei 6.496/1977 (Law 6,496/1977) subjects "every contract, written or oral" for engineering, architecture and agronomy works or services to the ART (art. 1). A handshake deal counts too.
Art. 2 says what it is for: "The ART defines, for legal purposes, the technical persons responsible for the undertaking." The ART does not promise correctness and does not work as insurance; it is its absence that brings a fine to the professional or the company (art. 3).
The current rules are in Resolution 1,137/2023 of the Confea, the federal council of engineering and agronomy. The professional signs the ART electronically, "by means of a personal and non-transferable password" (art. 5). The most useful detail is in art. 13, sole paragraph: "The cancellation of the ART does not release the professional or the contracted legal entity from administrative, civil or criminal liability, as the case may be." Canceling is handing back the keys to the work. The responsible person leaves; the responsibility stays.
For architects and urban planners, the equivalent is the Registro de Responsabilidade Técnica (RRT, technical responsibility registration), made with the CAU, the council of architecture and urbanism. Lei 12.378/2010 (Law 12,378/2010) says that the RRT "defines the technical persons responsible for the architecture and urban planning undertaking" (art. 46) and includes among the architect's activities "report, technical opinion, audit and arbitration" (art. 2, VI).
The check that precedes a purchase, due diligence, does not always fit in a single profession. Measuring a building is engineering. Reading the chain of title, the sequence of a property's owners with the document for each handover, is a legal opinion. Lei 8.906/1994 (Law 8,906/1994), the Bar Statute, reserves for lawyers "the activities of legal consulting, advisory services and direction" (art. 1, II). Under art. 32, a lawyer answers for acts committed "with intent or fault," that is, deliberately or through negligence. Whoever signs the legal part answers to the OAB (the Brazilian Bar Association), not to the CREA, and does not file an ART for it.
| Part of the opinion | Who may sign | Registration that identifies | Basis |
|---|---|---|---|
| Measurement of a building, inspection, engineering appraisal | Qualified engineer or agronomist | ART at the CREA | Lei 5.194, arts. 7, 13 and 14; Lei 6.496, arts. 1 to 3 |
| Architecture and urban planning report or opinion | Architect and urban planner | RRT at the CAU | Lei 12.378, arts. 2, VI, 45 and 46 |
| Property record and chain of title (legal opinion) | Registered lawyer | OAB registration | Lei 8.906, arts. 1, II, and 32 |
| Public statement of mineral resources and reserves | Qualified professional, with credentials under an international standard | Named signature on the statement | ANM Res. 94/2022, arts. 7, III, and 8; Decree 9,406/2018, art. 73 |
| Consolidated due diligence opinion | No rule examined says who | That of each professional, part by part | The bases above, each for its own part |
The last row is the one that matters. None of the rules Valida examined reserves due diligence, as a whole, for one profession. As Valida reads it, each part carries the signature of whoever can answer for it, and the consolidated document says which part belongs to whom.
Under the Código Civil (Civil Code), whoever, "by voluntary action or omission, negligence or imprudence," violates a right and causes harm commits an unlawful act (art. 186), and whoever causes the harm "is obliged to repair it" (art. 927). A negligent opinion that leads someone to pay dearly for an asset may fit that frame.
The Código de Defesa do Consumidor (Consumer Defense Code) adds that "the personal liability of liberal professionals shall be determined by verifying fault" (art. 14, §4). With one caveat: the developer or the fund that hires the opinion may not be a consumer, and the sources examined do not resolve that classification.
The Código Penal (Criminal Code) comes in only as a frame. Art. 299 punishes whoever omits a required statement from a document, or inserts a false one, "in order to harm a right, create an obligation or alter the truth about a legally relevant fact"; for a private document, one to three years of imprisonment, and a fine. The requirement of that purpose separates the honest mistake from the deliberate lie. The first becomes a bill to pay; the second, something else.
The Confea's Code of Ethics (Resolution 1,002/2002) also forbids accepting a task without "effective qualification" and "omitting or concealing a fact" that violates professional ethics (art. 10, II, a and c).
The Código de Processo Civil (CPC, the Code of Civil Procedure) surrounds the expert appointed by the judge with controls. The expert may be challenged for disqualification or suspicion (arts. 148, II, and 467), like a judge with an interest in the case. If the expert gives false information through intent or fault, the expert answers for the losses and is barred from other expert work "for a period of 2 (two) to 5 (five) years" (art. 158).
The technical assistant, a specialist whom each party hires to follow the expert examination, gets different treatment: "Technical assistants are trusted by the party and are not subject to disqualification or suspicion" (art. 466, §1). The law does not pretend that someone paid by one side is neutral.
As Valida reads it, an opinion contracted for a purchase looks more like the assistant than like the expert. It is trusted by whoever pays, and no law examined subjects it to the filters of art. 148. The independence that the law does not impose must then be designed into the contract and declared on the cover: what relationship the signatory has, or does not have, with the seller, with the work and with whoever hired the opinion.
Art. 473 serves as a ruler, even though it does not bind a private opinion. It asks for the method used and for "reasoning in plain language and with logical coherence, indicating how the conclusions were reached." An opinion that shows the path can be redone by someone else. One that shows only the arrival cannot.
As Valida reads it, the opinion carries a second signature: that of the examiner who did not take part in the collection. That examiner's role is not to agree. It is to redo, by sampling, the first one's path and answer whether the same place would be reached. When it is not, the opinion does not go out. When it is, the signature tells the reader that the third party's test was done before the reader needed to do it. It is the logic of the second doctor who reads the exam without having seen the patient: whoever collected the data knows the path by heart, and for that very reason is the worst judge of a shortcut.
The law knows neighboring forms, but not this one. Confea Resolution 1,137/2023 provides for the individual ART, the co-authorship ART, the joint-responsibility ART and the team ART, the last one when "several activities (...) are carried out jointly by more than one professional with different competences" (art. 11), and orders related ARTs to be linked to "identify the network of technical responsibilities of the work or service" (art. 12). These figures record who did what. No rule examined requires a reviewer from outside the collection. The second signature is practice.
A contingent fee, or success fee, is one calculated on the result of the service. In an opinion, it is the equivalent of a referee who gets a bonus if the home team wins: the referee may still call it right, but the stands will not believe it.
The official definition found in the sources examined comes from accounting. NBC PA 400 (Brazilian Accounting Standard), of November 21, 2019, a rule of the CFC, the federal accounting council, requires external accountants to "be independent when performing audit and review work" (item 400.1). In section 410, it defines: "Contingent fees are fees calculated on a predetermined basis related to the outcome of a transaction or to the result of the services performed." And it forbids: "The firm shall not charge, directly or indirectly, contingent fees for audit work."
The previous version, NBC PA 290, was revoked by PA 400 as of January 1, 2020, as the CFC itself records. The old text explained the reason frankly: contingent fees in auditing "create a self-interest threat so significant that no safeguard could reduce the threat to an acceptable level."
There is a limit. Both rules deal with the audit and review of financial statements. A real estate or mining due diligence opinion is not an audit in that sense, and the prohibition does not bind whoever issues it. As Valida reads it, the reasoning crosses the border intact. That is why the fee is closed in advance and does not depend on what is concluded. It is the third signature, the invisible one: the one that guarantees that whoever signs gains nothing from the answer.
It is tempting to assume that someone in the State checked the numbers of a deposit. The Agência Nacional de Mineração (ANM, the National Mining Agency) denies it in writing. ANM Resolution 94, of February 7, 2022, says in art. 2, sole paragraph: "The ANM has no authority as a certifying institution for the exploration results, mineral resources and reserves presented in public statements by holders of mining rights."
The public statement of resources and reserves is the document that summarizes what is known about a deposit. Under art. 8, statements "shall be prepared and signed by a qualified professional," and art. 7, III, asks for professionals who are "legally qualified, skilled and experienced, subject to a code of ethics," with credentials under the internationally accepted standard. For the content, the holder of the mining right and the technical person responsible answer "under civil, criminal and administrative law" (art. 12, §3).
Decreto 9.406/2018 (Decree 9,406/2018) says the same of reports delivered to the government: it falls to the technical person responsible and the holder to "ensure the truthfulness of the information and data provided to the Public Authority, under penalty of criminal and administrative liability" (art. 73).
The signature also ties down the words. Under Resolution 94, a "resource" is what is estimated to exist in the deposit, in rising degrees of confidence (inferred, indicated, measured); a "reserve" is the economically mineable part, with viability shown in studies (probable or proved). An inferred resource, the one of lowest confidence, "must not be converted to mineral reserve" (art. 4). Whoever swaps one word for the other signs the swap.
Lei 14.063/2020 (Law 14,063/2020) separates three levels (art. 4), which "characterize the level of confidence" in the identity of the signer; the qualified one "has the highest level of reliability" (§1). It uses a certificate from ICP-Brasil, Brazil's public key infrastructure, the official digital certification system created by Provisional Measure 2,200-2/2001, a sort of digital notary. With it, the statements in the document "are presumed true in relation to the signers," (art. 10, §1, of the Provisional Measure).
| Level | What it requires | When it is enough, according to the texts examined | Analogy |
|---|---|---|---|
| Simple | Identify the signer and associate the data | Lower-impact interaction with a public body (Lei 14.063, art. 5, §1, I); between private parties, whatever they accept | Initials in pen |
| Advanced | Unique link to the signer, exclusive control by the signer, detectable alteration, acceptance by the other party | Lower-impact acts and filings with commercial boards (art. 5, §1, II) | Initials with a witness |
| Qualified | ICP-Brasil digital certificate | Any electronic interaction with a public body (art. 5, §1, III); presumption of truth (MP 2,200-2, art. 10, §1) | Notarized signature |
An illustrative situation, created for this text, unrelated to any real work, client or opinion. A fund is considering buying a farm with a decommissioned mining area and receives three documents. The first is an inspection of the structures, delivered by the seller and signed "Technical Team." The second, an opinion on the chain of title, signed by a lawyer with her OAB number and a statement that she has no relationship with the seller. The third, a statement of mineral resources signed by a geologist, with name, registration number and the attached reference code. All the answers below are premises of the example.
| Question | 1. Seller's inspection | 2. Legal opinion | 3. Mineral statement |
|---|---|---|---|
| Who signs? | Does not say | Yes | Yes |
| Which registration? | Does not say | Yes (OAB) | Yes |
| What relationship with the parties? | Does not say | Yes (declares none) | Does not say |
| Who reviewed it? | Does not say | Does not say | Does not say |
| How was it paid? | Does not say | Does not say | Does not say |
| Written answers | 0 of 5 | 3 of 5 | 2 of 5 |
The math: 0 + 3 + 2 = 5 written answers out of 15 possible, one third. The number does not measure the technical quality of any of the three. It measures how much of each document has a known owner.
The inspection, with no title or license card, does not meet art. 14 of Lei 5.194; before any conclusion, the question is who made it. The legal opinion has a person, a registration and liability for intent or fault. The mineral statement has an author, but not the stamp the reader may imagine: the ANM does not certify it, and the holder and the technical person responsible answer for it. In none of the three is it known who reviewed it or how the fee was set.
Every contract for engineering, architecture or agronomy services, written or oral, is subject to the ART, under art. 1 of Lei 6.496/1977; in architecture, the registration is the RRT. An opinion on a property record and chain of title, however, is a legal opinion, signed by a lawyer and without an ART. Building measurement and engineering appraisal, on the other hand, do carry an ART.
No. It records who is the technical person responsible, as art. 2 of Lei 6.496 says, and does not guarantee that the work is right. Even after cancellation, the professional and the company remain liable in the administrative, civil and criminal spheres, under art. 13, sole paragraph, of Confea Resolution 1,137/2023. The ART points to whom to collect from; it does not pay the bill.
It is valid if the party to whom the document is presented accepts it; before a public body, the minimum level is set by each body (Lei 14.063, arts. 4 and 5). The qualified one, with an ICP-Brasil certificate, carries a presumption of truth in relation to the signer (MP 2,200-2, art. 10, §1). For a bank, notary or public body, it is wise to ask beforehand.
No. ANM Resolution 94/2022 says that the agency "has no authority as a certifying institution" for the declared resources and reserves (art. 2, sole paragraph). Those who answer for the content and integrity of the statement are the holder of the mining right and the technical person responsible who signed it, in the civil, criminal and administrative spheres (art. 12, §3).
Because a fee tied to the result gives the examiner a stake in the conclusion. In accounting audits, NBC PA 400 prohibits that arrangement, and the previous rule, now revoked, said that no safeguard reduced the threat to an acceptable level. For a due diligence opinion the rule is not binding. As Valida reads it, the reasoning applies in full.
Before an opinion's conclusion, its cover: name, registration, relationship, reviewer, fee. What is missing there, the conclusion cannot supply. A missing item is requested in writing, before deciding.
