Periodic Obligations of the Year 2019

We alert our clients and partners for the compliance with the following periodic obligations to be met within the current year of 2019:

Approval of the Management Accounts and Financial Statements

According to the Brazilian legislation, limited liability companies and corporations are required to hold, in the period of four months following the end of each fiscal year (in general, up to April 30 of each year), a quotaholders’ meeting, in the case of limited liability companies, or a General Shareholders’ Meeting (“AGO”), in the case of corporations, to, among other matters:

(i)            analyze and approve the management accounts and the financial statements;

(ii)            distribution of profits of the fiscal year; and

(iii)            appointment of managers, if applicable.

In principle, corporations are required to: (i) up to one month prior to the date in which the AGO shall be held, make available to the shareholders its financial statements and other documents required by law; and (ii) up to five days prior to the date in which the AGO shall be held, publish the referred documents.

In the case of the limited liability companies, as a general rule, the publication of the financial statements is not required. Nevertheless, it is important to bear in mind that the Commercial Registries of certain States, such as the States of São Paulo (JUCESP), Rio de Janeiro (JUCERJA) and Minas Gerais (JUCEMG), require for the registry of the minutes of the quotaholders’ meeting deciding on the management accounts and the financial statements, the presentation of (i) a copy of the financial statements and other documents being approved; and/or (ii) a statement that the company requiring the registry is not a “large size entity” (sociedade de grande porte), as defined by Law 11.638/07[1].

 Submission of Periodic Information to the Brazilian Central Bank – BACEN

Individuals or legal entities resident, domiciled or headquartered in Brazil, with amounts of any nature, currency, assets and rights held outside the national territory, totaling an amount equal to or greater than the equivalent to USD 100,000.00 (one hundred thousand American dollars) are obliged to present the Annual Declaration of Brazilian Capital Abroad (“Annual CBE”) to BACEN, on the terms of the Resolution 3.854/2010 and Circular 3.624/2013. Note that there is a provision for a Quarterly Declaration of Brazilian Capital Abroad (“Quarterly CBE”), for amounts of a superior threshold [2].

The presentation of the Annual CBE for 2018 shall be carried out by means of access to a specific website of BACEN between February 15 and 6PM of April 5, 2019.

Furthermore, Brazilian companies’ receivers of foreign capital are obliged to disclose Periodic Information of Foreign Capital in Brazil to BACEN, by means of registry in the RDE-IED Module, in the terms of Circular 3.689/2013.

For the year 2019, Brazilian companies’ receivers of foreign direct investment with net equity and total assets less than BRL 250,000,000.00 (two hundred and fifty million Brazilian reais) shall, up to March 31, include in the specific option of the RDE-IED system, its updated corporate structure dated as of 12/31/2018. To do so, the presentation of the companies’ balance sheet of 12/31/2018 is required.

In turn, Brazilian companies’ receivers of foreign direct investment with net equity or total assets equal to or greater than BRL 250,000,000.00 (two hundred and fifty million Brazilian reais) shall fill in the specific option of the RDE-IED system of “Financial Economic Information”, observing the following deadlines:

  • Until March 31, referring to the base date of December 31 of the previous year;
  • Until June 30, referring to the base date of March 31;
  • Until September 30, referring to the base date of June 30;
  • Until December 31, referring to the base date of September 30.

For the fulfilling of such obligation, the declarant company shall present its’ balance sheet of 12/31/2018 and interim balance sheets of 03/21/2019, 06/30/2019 and 09/30/2019.

We remind that the failure to submit the CBE or the Periodic Information of Foreign Capital in Brazil, its delay or the presence of inaccurate information and/or without supporting documentation, subjects the declarant to a fine of up to BRL 250,000.00 (two hundred and fifty thousand Brazilian reais), imposed by the Circular 3.857/2017.

Identification of the Final Beneficiary – Brazilian Federal Revenue

The Brazilian and foreign legal entities enrolled with the Legal Entities Federal Taxpayers’ Registry (“CNPJ”) until December 28, 2018 must present the information and/or documents related to the final beneficiary until June 26th, 2019, as provided by the Normative Instruction No. 1,863 of the Brazilian Federal Revenue (“IN RFB 1.863”). For the entities enrolled in the CNPJ after the publication of the IN RFB 1,863 will have up to 90 days from the date of registration to fulfill such obligation.

The final beneficiary is the natural person: (i) who ultimately, directly or indirectly, possesses, controls or significantly influences the entity; or (ii) on whose behalf a transaction is carried-out.

For further information about the contents of this alert, please contact:

Tomás Neiva
tomas.neiva@nbfa.com.br
(11) 3707-8370

Marcela Figueiró
marcela.figueiro@nbfa.com.br
(11) 3707-8370

Brunno Morette
brunno.morette@nbfa.com.br
(11) 3707-8370

Bruno Cunha
bruno.cunha@nbfa.com.br
(11) 3707-8370

[1] It is considered to be as a “large size entity”, for the purposes of this Law, the company or group of companies under the same control that had, on the previous fiscal year, total assets greater than BRL 240,000,000.00 (two hundred and forty million Brazilian reais) or an annual gross income greater than BRL 300,000,000.00 (three hundred million Brazilian reais).
[2] Individuals or legal entities resident, domiciled or headquartered in Brazil, with assets and rights detained against non-residents, including real estate, deposits, funds in foreign currency, among other assets, whose values added up totals an amount equal or to or greater than US$ 100,000,000.00 (one hundred million American dollars) or its equivalent in other currencies, shall present the Quarterly Declaration of Brazilian Capital Abroad (“CBE”) regarding the base dates of 03/31/2019, 06/30/2019 and 09/30/2019.

 

 

This memorandum has been prepared solely for the clients of this firm and aims at informing major changes and news of interest in the legal field. In the event of doubts, the lawyers will be at your complete disposal for further clarification..
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