I wouldn't risk having my business registration (CNPJ) suspended for that...

Hello, I'm Fernanda Siqueira, an international lawyer specializing in opening foreign companies in Brazil, and today I want to call your attention to an important deadline that can directly impact the operation of your foreign company in the country.

There are only three months left to fulfill an obligation that, if not met, could lead to the suspension of your company's CNPJ (Brazilian National Registry of Legal Entities): informing the Federal Revenue Service of the Ultimate Beneficial Owner of the entity you represent.

Who is considered the Ultimate Beneficial Owner?

A significant influencer is a natural person who, directly or indirectly, owns, controls, or significantly influences an entity. In practice, significant influence is characterized when someone holds more than 25% of the share capital or voting rights, or when they exert preponderance in corporate decisions and the power to elect the majority of directors—even without formal control.

Who is required to report the Ultimate Beneficial Owner?

• Civil and commercial companies, associations, cooperatives, and foundations domiciled in Brazil that carry out activities or perform legal acts or transactions in the country are required to register with the CNPJ.

• Entities or legal arrangements (trusts) domiciled abroad that hold rights, conduct activities, or perform legal acts or transactions in Brazil and need to register with the CNPJ.

Furthermore, if your company is a simple or limited liability company and has a legal entity as a partner, it must also inform the Ultimate Beneficial Owner, regardless of the company's revenue.

Deadlines

The Beneficial Owner must be reported within 30 days of registration with the CNPJ, after any change in the beneficial owners, or when the entity becomes obligated to report. Outside of these situations, the reporting is annual, by the last day of the calendar year (until December 31st) — hence the alert now, three months before the deadline.

Consequences of non-compliance

Failure to submit, submission with errors or omissions, or failure to present the requested documentation results in the suspension of the CNPJ. In practice, this prevents the company from managing bank accounts, making financial investments, obtaining loans, and issuing tax clearance certificates. Furthermore, late submission is subject to a fine, and providing false information may constitute the crime of falsifying documents.

Therefore, I reiterate: if you are a foreign business owner in any of these situations, do not let this deadline pass — the suspension of your CNPJ directly compromises the continuity of your business in Brazil.

If you have any questions about how to fulfill this obligation, I am available to answer them — just reply to this email or contact me directly. I have also shared a video on this topic on my Instagram account, in case you prefer to review this explanation from a different perspective.

Yours sincerely,

Fernanda Siqueira

SIAL International Consulting