Learn about Central Bank of Brazil new changes in the mandatory rules and criteria for periodic quarterly, annual, and quinquennial provision of information concerning capital abroad
Foreign investment beneficiaries must observe the new rules to provide information concerning capital abroad to the Central Bank (BCB). We hereby inform that BCB Resolution No. 278 of December 31, 2022, which regulated Law No. 14,286/21, provides for the new rules and criteria for the mandatory provision of information concerning foreign direct investment, as well as periodic quarterly, annual, and quinquennial provision of information concerning capital abroad. Below is a summary of the new deadlines and criteria established: SUMMARY OF THE NEW DEADLINES AND CRITERIA ESTABLISHED: THIS YEAR: Exempt from the periodic declaration Companies receiving foreign direct investment with total assets of less than R$ 100 million Annual Periodic Statement Base date and submission deadline 12/31/2022 – 07/01/2023 a 08/15/2023 Taxable event Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000,000.00), but less than three hundred million Brazilian Reais (BRL 300,000,000.00) Quarterly periodic statement Base date and submission deadline 12/31/2022 – 01/01/2023 to 03/31/2023 03/31/2023 – 04/01/2023 to 06/30/2023 06/30/2023 – 07/ 01/2023 to 09/30/2023 09/30/2023 – 10/01/2023 to 12/31/2023 Taxable event Foreign direct investment beneficiaries with total assets equal to or greater than three hundred million Brazilian Reais (BRL 300,000,000.00) Forecast for the following years: Exempt from the periodic declaration Foreign direct investment beneficiaries with total assets worth less than one hundred million Brazilian Reais (100,000,000.00) except for base years ending in zero or five. For years ending in 0 or 5, the investment beneficiary that has total assets worth less than one hundred thousand Brazilian Reais. Five-yearly periodic declaration Base date and submission deadline 12/31 – 01/01 to 03/31 Taxable event Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000.00) for years ending in zero or five. Annual Periodic Statement Base date and submission deadline 12/31 – 01/01 to 03/31 Taxable event Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000,000.00), but less than three hundred million Brazilian Reais (BRL 300,000,000.00) Quarterly periodic statement Base date and submission deadline 12/31 – 01/01 to 03/31 03/31 – 04/01 to 06/30 06/30 – 07/01 to 09/30 09/30- 10/01 to 12/31 Taxable event Foreign direct investment beneficiaries with total assets equal to or greater than three hundred million Brazilian Reais (BRL 300,000,000.00) Calendar Year 2023 Periodic Provision of Information concerning Capital Abroad Base date Deadline to submit information concerning capital abroad Taxable event Exempted 12/31/2022 n/a Foreign direct investment beneficiaries with total assets worth less than one hundred million Brazilian Reais (BRL 100,000,000.00) Annual 12/31/2022 07/01/2023 to 08/15/2023 Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000,000.00), but less than three hundred million Brazilian Reais (BRL 300,000,000.00) Quarterly 12/31/2022 01/01/2023 a 03/31/2023 Foreign direct investment beneficiaries with total assets equal to or greater than three hundred million Brazilian Reais (BRL 300,000,000.00) 03/31/2023 04/01/2023 to 06/30/2023 06/30/2023 07/01/2023 to 09/30/2023 09/30/2023 10/01/2023 a 12/31/2023 Forecast for the following years (“after interim provisions”) Periodic Provision of Information concerning Capital Abroad Base date Deadline to submit information concerning capital abroad Taxable event Exempted December 31 n/a Foreign direct investment beneficiaries with total assets worth less than one hundred million Brazilian Reais (100,000,000.00) except for base years ending in zero or five. For years ending in 0 or 5, the investment beneficiary that has total assets worth less than one hundred thousand Brazilian Reais. Quinquennial December 31 01/01 a 03/31 Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000.00)for years ending in zero or five. Annual December 31 01/01 a 31/03 Foreign direct investment beneficiaries with total assets equal to or greater than one hundred million Brazilian Reais (BRL 100,000,000.00), but less than three hundred million Brazilian Reais (BRL 300,000,000.00). Quarterly December 31 01/01 to 03/31 Foreign direct investment beneficiaries with total assets equal to or greater than three hundred million Brazilian Reais (BRL 300,000,000.00). March 31 04/01 to 06/30 June 30 07/01 a 09/30 September 30 10/01 to 12/31 Pursuant to Article 38 of the foregoing Resolution, the quarterly provision of information concerning capital abroad must be provided by the foreign direct investment beneficiary that, on the base date of the reference quarterly provision, has total assets equal to or above three hundred million reais (BRL 300,000,000.00). The deadline for filing the Quarterly Provision of Information concerning Capital Abroad for the 12/31/2022 base date remains unchanged, i.e., it must be filed by March 31, 2023. PFor companies whose total assets on 12/31/2022 were less than three hundred million reais (BRL 300,000,000.00), but in an amount equal to or greater than one hundred million reais (BRL 100,000,000.00), they will need to make the annual provision of information concerning capital abroad. As an interim provision, the annual periodic provision of information concerning capital abroad for the base date of 12/31/2022 must be filed exclusively through the Foreign Capital Census system (Censo), between July 1st and 6pm on August 15th, 2023. Note: Net Equity is no longer considered as a criterion for making aquarterly, annual, or quinquennial periodic provision of information concerning capital abroad. The PLBrasil Group’s Foreign Capital team is available to assist you with the registrations required by the Central Bank of Brazil through the channels below: +55 (11) 3292-5050 nn.sp@plbrasil.com.br
Annual Update of the Corporate Board
We inform that the deadline for the annual update of the Corporate Board in the RDE-IED system, referring to the base date of December 31, 2020, expires on March 31, 2021. Mandatory Criterion The annual update of the Corporate Board is mandatory for foreign direct investment receiving companies with a total equity or equity of less than R$ 250 million. Penalty The non-provision or provision of false, incomplete, incorrect or outside the established deadlines subject offenders to a fine of up to R$ 250,000.00 (two hundred and fifty thousand reais), as established in Article 60 of Circular No. 3,857, of November 14, 2017. The PLBrasil Group’s Foreign Capital teamis available to assist you with the registrations required by the Central Bank of Brazil in the channels below: +55 (11) 3292-5085 bacen@plbrasil.com.br
Changes to the rules governing the removal of directors and the expulsion of members in limited companies
We wish to inform you that Law No. 13,792 was published on 4 January 2019 in the Official Gazette (D.O.U.), amending the quorum required for the removal from office of a director or partner appointed to that role by an express provision in the articles of association. The new legislation amends paragraph 1 of Article 1,063, as well as the sole paragraph of Article 1,085, both of Law No. 10,406 of 10 January 2002 (Civil Code). The main change relates to the quorum required for the removal of a partner appointed as a director in the articles of association, which now requires the approval of shareholders holding more than half of the share capital, unless otherwise provided for in the articles of association. The previous wording required a two-thirds (2/3) quorum for this purpose. The requirement to convene a meeting or general meeting for the purpose of expelling a member from a limited liability company comprising only two members has also been waived, provided that the articles of association expressly mention the possibility of just cause and the expulsion of a member. Please follow the link to view the full text of Law 13,792 of 3 January 2019.
