City of Brazil

Corporate compliance in Brazil: How to stay above board

Understanding corporate compliance in Brazil is crucial to the success of your business. Multinational executives will expect corporate regulations to differ across the countries they do business in. If this is your first commercial expansion into Latin America, you may notice some differences in the Brazilian business environment, so it is important to understand them in detail if you choose to do business in the country.

We recognize the challenges inherent in adapting to the new legislation, especially when it comes to complying with corporate obligations. In order to simplify this process, Biz Latin Hub has designed the following Annual Fiscal Compliance calendar.
Be aware of special dates for corporate compliance in Brazil

However, if you will be seeking a broader range of support, including recruitment, visa processing, and ongoing administrative and operational assistance, you may find that a dedicated provider of back office services, including corporate compliance in Brazil, is your most suitable partner.

A provider of back office services such as Biz Latin Hub will be able to cover all of your needs under one services agreement. You will only have to liaise with one provider and enjoy the convenience of being able to easily modify the services you are receiving across a range of different disciplines as well as be sure that your corporate compliance in Brazil is fully in order.

Overview of corporate compliance in Brazil

Any company in Brazil, regardless of legal entity type, must comply with a series of regulatory obligations over the calendar year. Fulfilling your corporate compliance requirements in a timely manner will help your company manage risk, and avoid liabilities.

Below, we outline the main compliance rules applicable to Brazil’s Limited Liability Company (LLC) structure, known as the Sociedade Limitada.

1. Corporate obligations for a Brazilian LLC

If your Limited Liability Company (LLC) in Brazil has a foreign shareholder, it is mandatory to register the capital invested by that shareholder. You must register this capital before the system of the Brazilian Central Bank (Banco Central do Brasil).

To complete this requirement, you must provide information on the shareholder, disclose the amount invested in the Brazilian LLC, and hand over supporting documents illustrating the company’s operations.

In addition, you must file minutes of the LLC’s shareholder meeting/s by April 30th every year. The minutes should include the following:

  1. Review of the management accounts
  2. The company balance sheet plus economic performance
  3. Information on designated administrators, where applicable
  4. Decisions on any other matter included on the agenda

You must ensure that all books are updated to reflect the company’s current situation. Please note that part of managing the accounting books must be done online.

Bylaws requirements

  • Personal identification information for each shareholder, including nationality, marital status, profession, ID document, address, and CPF number (Brazilian tax identification number, which must be obtained by a foreign partner).
  • Definition of the company’s business purpose, which must be in accordance with Brazil’s CNAE system, where each business activity has a corresponding descriptive code.
  • Information on the company’s capital and each shareholder’s quota. Must include the value of a quota as well as the percentages applied to each owner.
  • Information on the company’s representative/administrator, who must be a Brazilian citizen or a foreigner with permanent resident status. Foreign shareholders who do not have permanent resident status cannot be administrators.

Requirements for administrators and representatives

  • Foreign shareholders must be enrolled in the Brazilian Federal Revenue’s taxpayers’ registry. For that purpose, they must appoint an individual resident in Brazil with powers to represent them before the aforementioned authority and to manage their assets in Brazil. This process can be initiated online but must be completed within 90 days of the initial filing.
  • It is also important to bear in mind that in case the relevant shareholders and/or managers are not residents in Brazil and do not intend to become residents, certain actions must be completed in advance. This includes appointing an attorney in Brazil to represent any non-resident individuals for corporate and tax purposes.

2. Taxes and fiscal obligations

Brazil, throughout its republican history, has battled to find the best way to optimize its tax system.

The Brazilian tax system is regulated by the constitution and other state and municipal laws. Each tax authority administers specific regulations. As part of corporate compliance in Brazil, each company must pay taxes to the federal, state, and municipal tax authorities.

There are different types of taxes and, consequently, there are different types of tax returns.

The main federal taxes applicable to an LLC in Brazil are:

  • IPI: Taxes Over Industrialized Products
  • IOF: Financial Transactions Tax
  • IRPJ: Corporate Income Tax
  • CSLL: Social Contribution to Net Income
  • COFINS: Contribution for Social Security Financing
  • PIS: Social Integration Program.

For the main federal tax returns, a Limited Liability Company in Brazil must comply with the following:

  • DCTF: Federal Tax Debt Statement
  • EFD Contribuições: Digital Tax Bookkeeping Contributions
  • ECD: Digital Accounting Bookkeeping
  • ECF: Fiscal Accounting Bookkeeping
  • DIRF: Withholding Income Tax Statement.

Brazil has a complex taxation system. If we consider state and municipal tax returns on top of those listed above, the list of accounting compliance requirements for companies in Brazil can be extensive.

Recent governments have passed tax reforms with the aim of simplifying this system but they have been only partially effective. Only experienced accountants have the necessary expertise to handle corporate taxation obligations.

Using an experienced local accounting and taxation specialist is the best way to fully meet corporate compliance requirements in Brazil and protect your company from non-compliance issues.

3. Labor and social security obligations

As with taxation, labor compliance requirements can also be complex in Brazil.

Fortunately, the government has recently passed reforms on labor regulations and social security. Since 2017, labor legislation has become more flexible, and the government and labor courts now enforce legal certainty for new hires.

To ensure compliance with corporate requirements in Brazil, companies must take note of the following obligations regarding labor:

  1. Paid vacation: 30 days of paid vacation for every 1 year of work
  2. Vacation allowance: one-third salary allowance on vacation salary amount (salary x 0.333)
  3. Annual bonus: paid before December 20th
  4. Contribution to social security: Paid over the total salary amount (8% to 27.6%)
  5. Deposit guarantee fund (FGTS): Paid over the total salary amount (8%)

Note: Every employer must enroll its employees in the INSS (National Social Insurance Institution or Instituto Nacional do Seguro Social).

In order to simplify processes, Biz Latin Hub has designed the following Annual Legal calendar as a concise representation of the fundamental responsibilities that every company must attend to in Brazil.
Corporate compliance in Brazil means being aware of important dates

Keep tabs on due dates

In summary, to avoid the incidence of fines or other penalties, make sure you meet all corporate compliance requirements in Brazil with the following in mind:

  • Compliance with local rules on tax incidence
  • Understand how to accurately calculate the contributions owed
  • Due dates for payments and filing statements

It’s important to engage with a trusted provider who has comprehensive knowledge of corporate compliance in Brazil, to ensure your company operates in accordance with local law and doesn’t miss deadlines. That way, company executives are free to focus on business growth and development.

Based on our extensive experience these are the common questions and doubts of our clients on corporate legal compliance in Brazil:

1. What are the common statutory appointments for a company in Brazil?

The following are the most common statutory appointments for Brazilian legal entities:
– An appointed local director, who will be personally liable, both legally and financially, for the good operation and standing of the company. This person can either be a local national or a foreigner with residency in Brazil.
– A certified local accountant (CPA) registered with the authorities on behalf of the company.
– A shareholder’s legal representative for each foreign shareholder. This person can either be a local national or a foreigner with residency in Brazil.

2. Is a registered office address needed for a legal entity in Brazil?

Yes, a registered local fiscal address is required for all entities in Brazil for the receipt of legal correspondence and governmental visits.

3. What is the difference between the SPED ECD and the SPED ECF in Brazil?

In the case of both the SPED ECD and the SPED ECF, the Digital Accounting Bookkeeping declaration is an integral part of the SPED project. However, in the case of the SPED ECD, this aims to replace paper bookkeeping with bookkeeping transmitted digitally and, in the case of the SPED ECF, this has the objective of interconnecting the accounting and tax data that refer to the calculation of Income Tax and Social Contribution.

4. What is the DIRF in Brazil?

DIRF refers to the Declaration of Income Tax Withheld at Source from employees and third parties which occurs yearly and whose deadline for submission is February 28th.

5. When must a General Shareholders Meeting be held in Brazil?

The Ordinary General Shareholders Meeting must be held within five months following the closure of the fiscal year and the deadline of this meeting is July 31st.

Biz Latin Hub can help you with corporate compliance requirements in Brazil

At Biz Latin Hub, our team of local and expatriate professionals in Brazil routinely support foreign entrepreneurs entering the market and doing business in full compliance with local law.

We offer a full suite of market entry and back-office support for expanding multinationals in Brazil and the wider Latin American region, making us your single point of contact for full legal and accounting services. This includes company formation, corporate compliance, legal representation, accounting, hiring, visa processing, due diligence, and other business solutions.

Contact us now to make the most of our market leading services, and get a customized quote from our team.

Learn more about our team of specialists and expert authors.

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Our dedicated country manager, Claudir Ambra Lizot, can help you with corporate compliance in Brazil

The information provided here within should not be construed as formal guidance or advice. Please consult a professional for your specific situation. Information provided is for informative purposes only and may not capture all pertinent laws, standards, and best practices. The regulatory landscape is continually evolving; information mentioned may be outdated and/or could undergo changes. The interpretations presented are not official. Some sections are based on the interpretations or views of relevant authorities, but we cannot ensure that these perspectives will be supported in all professional settings.
Legal Team Brazil
Legal Team Brazil

Legal Team Brazil is the Biz Latin Hub leading experts on doing business in Brazil The Team writes on the news, doing business, law, and changing regulations. The team are experts in corporate law, Administrative law, Employment law, Immigration law and legal advisory services. Read more about them here. You can contact Legal Team Brazil via our "contact us page".

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