With the edition of Ordinance No. 2,119/2022, published on 12.06.2022, the Brazilian Federal Revenue Office (RFB) amended the rules regarding the National Corporate Taxpayer Registration (CNPJ), revoking Ordinance RFB No. 1,863/2018.

Among the main amendments, we highlight the following:

  • The new definition of establishment thus considered “the private or public place, built or not, movable or immovable, owned or a third party’s, material or virtual, where the entity exercises its activities on a temporary or permanent basis or where goods are stored“; and
  • The automatic enrollment before the CNPJ of a foreign entity, exclusively for purposes of investments in the financial or capital market, on the occasion of its registration before the Brazilian Securities and Exchange Commission (CVM) as a non-resident investor.

Final Beneficiary:

The Ordinance RFB 2,119/2022 did not amend the definition of the final beneficiary, thus considered “the natural person who ultimately, directly or indirectly, owns, controls or significantly influences the entity”; or; “the natural person on behalf of whom a transaction is conducted.

Significant influence is presumed when the natural person directly or indirectly owns more than 25% of the entity’s capital stock or voting rights or when, acting individually or jointly, he/she directly or indirectly holds or exercises preponderance in the social deliberations and the power to elect the majority of the entity’s managers, even if he does not have absolute control of the company.

Legal representatives of foreign entities applying for enrollment before the CNPJ who are not partners or shareholders are not characterized as final beneficiaries, and must be informed only in the Partners and Administrators Chart (QSA).

In silent partnerships, the final beneficiaries, regardless of their participation in the special equity, are considered to be their investing and participating partners or the natural persons that have this condition before these partners.

The Ordinance RFB no. 2,119/2022 brought new rules regarding the final beneficiary concerning trusts, thus considering the administrators, founders, trustees, beneficiaries, or any other person exercising the ultimate control of it.

The entities domiciled abroad that do not have direct influence over entities in Brazil must submit documentation regarding the final beneficiary only if requested by RFB. This rule applies, among others, to commercial and investment banks and insurance companies regulated and supervised by a competent government authority abroad, companies or entities registered and regulated by a foreign body officially recognized by the CVM, which distribute or act as intermediaries in the issuance of securities, and any entity whose objective is the application of resources in the financial and capital markets.

As the case may be, the entities domiciled in Brazil or abroad that do not present the supporting documentation related to the final beneficiary will have their enrollment before the CNPJ suspended and will be prevented from transacting with banking establishments.

Ordinance 2,119/2022 came into effect as of January 1, 2023.

The corporate team of Fraga, Bekierman e Cristiano Advogados is available to clarify any doubts about the matter.