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New Normative Instruction on the National Corporate Taxpayers Registry (CNPJ)
Normative Instruction no. 1,634 (“IN 1,634”) of the Brazilian Federal Revenue Service (“RFB”) which was published in the Official Gazette on May 9, 2016, revoked previous rules related to the National Corporate Taxpayers Registry (CNPJ) and introduced some important rules focused on fighting corruption and money laundering.
Aiming the fight against corruption and money laundering by means of transparency, accountability and punishment of those who breach the rules, IN 1,634 establishes in its new Articles 8 and 9, the obligation to disclose the final beneficiary of certain entities enrolled with the CNPJ, either resident in the country or not. It has been defined as ‘final beneficiary’ the individual who, ultimately, directly or indirectly, owns, controls or significantly influences a certain entity, or an individual on whose behalf a transaction is conducted.
Thus, under IN 1,634, the records of (i) corporate entities, (ii) investment clubs and funds (established under the rules of the Securities and Exchange Commission (“CVM”)), (iii) certain entities domiciled abroad, (iv) foreign financial institutions that conduct purchase and sale of foreign currency transactions with banks in the country and (v) Unincorporated Partnerships (Sociedades em Conta de Participação – SCPs) linked to ostensible partners, shall include those persons authorized to represent them, as well as the chain of equity interest so as to ultimately reach the individuals (final beneficiaries) or any of the entities mentioned in paragraph 3 of Article 8 of IN 1,634 (e.g.: national investment funds regulated by CVM).
Foreign entities will have ninety (90) days from the date of their respective enrollment with the CNPJ to provide the requested information and submit the set of documents necessary to corroborate the information given to authorities.
IN 1,634 came into force on the date of its publication, but will only produce effects as of June 1, 2016.The obligation to disclose the final beneficiaries of the entities and to present documents of foreign investors, however, will start on January 1, 2017, to those entities that have enrolled with CNPJ after such date. Entities having enrolled with the CNPJ before January 1, 2017 shall inform who are the final beneficiaries when they carry out with any changes in their records or no later than December 31, 2018.
Mattos Engelberg corporate team is available should you need any assistance on this matter societario@mattosengelberg.com.br.
This communication is merely informative; it is not a legal opinion.
