How the new Federal Revenue Office system impacts obtaining a Corporate Taxpayer’s ID (CNPJ) starting December 1, 2025
In compliance with Supplementary Law no. 214/2025, which set the Tax Reform milestone, on December 1, 2025, the Federal Revenue Office implemented the new MAT (Tax Administration Module) system. This change modifies the process of starting a company, requiring entrepreneurs to define their tax regime prior to issuance of the CNPJ. Until then, the procedure allowed issuance of the CNPJ in sync with the registration of the organizational documents at the Commercial Registry, notary public offices, or the Brazilian Bar Association (OAB). With the new system, however, the corporate registration and issuance of the CNPJ no longer occur simultaneously but now depend on the choice of tax regime in the Tax Administration Module. This change directly relates to the requirement previously announced by the Federal Revenue Office, which now calls for the indication of the tax regime at the time of registration, as addressed in a previous article. When will the CNPJ be generated? Although the essential steps for opening a business remain similar, the new process changes the timing to obtain the CNPJ. Under the new process: Registration of the organizational documents; Issuance of the State Registration Identification Number (NIRE) and provision of the Certificate of Full Content; Indicação do regime tributário no Módulo de Administração Tributária; e Generation of the CNPJ takes between 5 and 60 minutes.Geração do número do CNPJ, entre 5 e 60 minutos. Only after accessing the Federal Revenue Office’s Tax Administration Module and formalizing the choice of tax regime will the CNPJ be effectively generated. For this purpose, the company has up to 90 days to make the indication. Most significant impact: expectation of immediate CNPJ issuance The main practical effect of this change lays on the absence of a CNPJ at the time of registration, and this impacts the start of the following activities: Open a bank accounts; Registration of the company on financial platforms; Execution of preliminary agreements; and Maintain registrations with suppliers and business partners. This change requires new planning, especially for companies that operate on tight schedules or depend on having a CNPJ to start operational activities. Tax planning in advance Another significant effect is the mandatory advance tax study. While many previously postponed analyzing their tax regime, the system now requires this decision to be made right at the beginning, which tends to force a more informed and technically sound decision. Although this change represents an initial increase in formalities, the trend is that, in the medium and long term, this requirement will reduce problems arising from incorrect classifications that generate damaging tax impacts for the company. In practical terms, the model contributes to greater consistency between corporate planning and tax structure from the outset. Scope and reach of the change It is important to note that this new procedure applies exclusively to the organization of new companies. Subsequent changes, such as contractual amendments, corporate reorganizations, or registration adjustments, do not follow the new logic. Furthermore, this is a nationwide change resulting from regulations issued by the Federal Revenue Office, even though its implementation is carried out by the state Commercial Registries. Starting companies in a more technical setting Given this new context, starting a company now requires greater integration between corporate planning, tax analysis, and technical support of the procedural process. PLBrasil Group works to advise its clients on starting companies, guiding them through critical stages, ensuring correct compliance with requirements, and adaptation to the new operational model, both in the paralegal and tax areas, especially in more complex scenarios. With a preventative approach and strategic analysis from the outset, it’s possible to structure the start of a company with greater security, predictability, and alignment with new regulatory requirements.
BC Protege+: A new tool from the Central Bank of Brazil against unauthorized account openings
BC Protege+ is a free, voluntary tool launched by the Central Bank of Brazil that allows individuals and legal entities to proactively block the opening of new checking, savings, or payment accounts in their name. By activating the service, the Individual Taxpayer’s Register (CPF) or National Corporate Taxpayer’s Register (CNPJ) becomes part of a database that banks are required to consult before opening any account. Therefore, if there is an attempt to create an account without authorization, the institution must automatically reject the transaction. Why did the Central Bank launch BC Protege+? The rise in fraud involving the opening of bank accounts with forged identities or data stolen has prompted the creation of a preventative blocking mechanism. Especially with the rise of fintechs, digital banks, and online services, it has become urgent to offer users a tool that guarantees control over their CPF or CNPJ within the financial system. The Central Bank considered that simply requiring documents to open an account was not enough to avoid all scams, especially those that use leaked or tampered data. BC Protege+ acts as an entry barrier, preventing the fraudulent account from being created and shielding the user against the misuse of their data. How does this protection work in practice? Any individual or legal entity can join BC Protege+. When activated, the lock prevents: Opening New Accounts: It blocks the creation of checking, savings, or prepaid payment accounts in the name of the CPF or CNPJ; and Misrepresentation: It prevents the user from being listed as the account holder or representative on accounts opened by third parties. Please note that the activation does not interfere with existing accounts, nor with current transactions, Brazilian Instant Payment System (PIX), cards, or active payments. The protection is exclusively for new openings and is reversible. BC Protege+ Benefits Among the main advantages of BC Protege+ are: Fraud and scam prevention: It prevents names from being misused to open third-party accounts; Control over opening of accounts: The decision of who can open an account in their name or represent them returns to the citizen or company; Simplicity and autonomy: Online activation, without red tape, and with the possibility of reversal whenever you want; and Emphasizing the security of the financial system: It works as an additional barrier to prevent fraudulent accounts from entering the system. BC Protege+ Limitations On the other hand, the service does not rule out all risks, for example: The tool does not automatically prevent the opening of payment accounts. Protection depends on the user’s active participation. If the person or company does not activate the block, the risk remains. Who should consider activating it? Protection is especially recommended for individuals or companies that have: History of personal data exposure; Those who fear identity fraud; New or rarely used CNPJ, with no history of banking relationships; and Companies with foreign partners or subsidiaries, to prevent the improper opening of accounts by third parties. Step-by-step guide to joining BC Protege+ To activate protection, simply follow these steps: Access the Central Bank (BC) web portal and log in to “Meu BC” with your gov.br account access (silver or gold level), using two-step authentication; Click on the “BC Protege+” service; Activate the protection to prevent new account openings or inclusions as a representative; and If you want to open an account in the future, simply return to the system and disable the protection. The entire process is free and can be done online, without needing to visit a bank branch or contact financial institutions directl An important instrument for governance and financial protection BC Protege+ represents a substantial advancement in the policy of protecting citizens and businesses against fraud in the financial system. By allowing users to decide whether they want new accounts opened in their name, the Central Bank provides a direct control mechanism, something that previously depended exclusively on the document analysis of financial institutions. For those dealing with complex corporate structures, companies with multiple branches, or foreign partners, the tool adds a layer of institutional security. It also reflects a new regulatory reality: Fraud prevention begins before the account even exists.
Central Bank simplifies access to financial information with unification of the Loan and Financing Report (SCR)
The Central Bank, through its Institutional Service Department (Deati), announced a significant update to the Loan and Financing Report (SCR), effective December 6th. Previously divided into summarized and detailed versions, the new layout presents a unified report, optimizing access to the most relevant information for citizens. Sirlene de Freitas, Analyst at Deati, justifies the change, highlighting the origin of this transformation in responding to society’s demands. She clarifies that the Unified Report comes after extensive work analyzing the user journey and simplifying the language over the years. The main objective is to make information more understandable for citizens, following an approach of accessibility and transparency. The Loan and Financing Report continues to be a crucial tool for citizens and companies to view, in a centralized and free manner, information about their loans, financing and other credit operations in the financial system. With unification, it is expected that understanding the content of the report will be easier. The change aims to simplify the language and focus on the data most relevant to society. Sirlene de Freitas highlights that the unified report offers greater clarity about operations, distinguishing between debts to be paid and other financial commitments, such as guarantees, endorsements and credit card limits. This will give users a more detailed look at their financial responsibilities. The new report will allow for a more efficient analysis of debts, indicating their status (whether they are up to date or overdue), in addition to presenting information on credit limits, co-obligations and credits to be released. The search for accessibility is evident, making financial information more understandable for users. The Loan and Financing Report is part of the options offered by Registrato, a Central Bank service that allows you to consult information about accounts and financial relationships of people and companies. In addition to credit operations, the report also covers other relevant information, such as registered Pix keys, returned checks and exchange transactions carried out. Other Registrato reports have recently undergone reformulations, aiming to improve the user experience. These improvements reflect the Central Bank’s commitment to providing easy and understandable access to financial information. Highlighted, the Loan and Financing Report is the most sought after service within the Registrato, recording an average of 700 thousand reports generated per month in 2023. This highlights the importance of this tool for users who seek to understand and manage their financial activities in an effective and transparent manner. Consult the PLBrasil Paralegal team of experts to assist in accessing the new Loan and Financing Report (SCR): +55 (11) 3292-5050 nn.sp@plbrasil.com.br
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
What changes in the Foreign Exchange Market and in Foreign Credit and Foreign Direct Investment Transactions following the new law?
Law 14,286, enacted on December 29, 2021 (“Law 14,286/2021”), establishes, in article 5, item I, that it is the responsibility of the Central Bank of Brazil (BACEN) to regulate the foreign exchange market and its transactions and sets forth the types and characteristics of products, forms, limits, rates, terms and other conditions. The provisions of this law extensively revise the current requirements, but keep those used for supervision and statistical purposes, adopting the criterion of proportionality, which considers the values of the transactions, their purposes and the profiles of the individuals and companies that are party to them. The main changes resulting from the process were: 1. Bringing the handling of exchange transactions into line with other transactions made in the National Financial System (“SFN”), observing that, in the case of transactions with a client, the institution authorized to operate in the foreign exchange market must be able to prove to BACEN that the client consents to the agreed conditions. The Law sets forth the minimum information that must be included in the foreign exchange transaction and which must be sent to BACEN, and removes excessively prescriptive requirements concerning the subject, such as details on the signatures of the parties to foreign exchange transactions. 2. Simplification and rationalization of the process for classifying the purpose of foreign exchange transactions. Previously, institutions authorized to operate in the foreign exchange market were responsible for indicating the purpose (“nature”) based on client information, observing approximately 180 codes for transactions with clients, regardless of the value of the transaction. Now, the new Law establishes that the purpose will be indicated by the client, and reduces to ten the classification codes for foreign exchange transactions under fifty thousand US dollars (US$50,000.00), or the equivalent in other currencies, except foreign exchange transactions that need to be linked to foreign capital transactions reported in the BACEN system. Of these ten codes, eight will already be activated when the new regulation comes into effect and the remaining two, related to foreign credit transactions, are expected to be activated by November 1, 2023. For indicating the purpose of foreign exchange transactions in excess of this amount or those that, regardless of the amount, need to be linked to foreign capital transactions in the BACEN system, it is expected that, on November 1, 2023, the number of current codes for classifying the purpose of these transactions will be reduced by around half. This deadline is necessary due to the need for adjustments in the information systems of BACEN and institutions authorized to operate in the foreign exchange market. During this period, the current transaction classification tables, including the group code as part of the transaction’s purpose, will be maintained with specific modifications. 3. Institutions authorized to operate in the foreign exchange market may, according to their assessment, request or waive supporting information and documents for the course of transactions, considering the client’s assessment and the characteristics of the transaction. The provisions regarding the criteria to be adopted in relation to information and supporting documents for the purposes of preventing money laundering and combating the financing of terrorism (PLD/CFT) are now included in Circular 3,978, of January 23, 2020 (“Circular 3,978/2020”), which details the policy, procedures and internal controls to be adopted to prevent such illicit acts. Moreover, the text establishes that, if institutions authorized to operate in the foreign exchange market request the ancillary documentation, it must have it available to BACEN for a minimum period of ten years, as from the end of the fiscal year in which the contracting event occurs, or, as the case may be, the liquidation, cancellation or write-off of the exchange transaction. This period used to be five years, and the purpose of the modification was to make it compatible with Circular 3,978, of 2020. 4. Bringing the requirements for opening, maintaining, operating and closing accounts in reais for non-residents in line with those for resident accounts. The following exceptions remain, which have not been modified: (i) Necessity of maintaining these accounts with an institution authorized to operate in the foreign exchange market; (ii) Limit of one hundred thousand reais (BRL 100,000.00) per transaction in the case of a prepaid payment account in reais, except for transactions in exchange for the purchase or sale of foreign currency; (iii) Provision of information on aggregate amounts of credit and debit activity in accounts held by embassies and international organizations; (iv) Activity of interest of third parties limited to an account held by a non-resident institution subject to regulation and financial supervision in the country of origin, in which case the presentation of ancillary documentation must be assessed with the same criteria adopted in foreign exchange transactions and information must be provided about each activity. Changes in Provision of Information to the Central Bank of Brazil regarding Foreign Credit and Foreign Direct Investment Transactions We list below the main changes in relation to foreign capital in the country, in foreign credit transactions and foreign direct investment, as well as to the provision of information to the Central Bank of Brazil: I – Simpler, more concise rules, excluding requirements that are no longer necessary; II – Provision of information to BACEN regarding foreign credit and foreign direct investment only for a limited set of transactions, considering amount ranges and specific conditions; III – End of the requirement to provide information to BACEN regarding contracts between residents and non-residents concerning the use or assignment of patents, industry or trademarks, provision of technology, as well as those related to the provision of technical and similar services, foreign operating leasing and renting and chartering; IV – End of the restriction on remittances abroad for payments of principal and interest in foreign credit transactions in which there is no inflow of funds into the country, at the same time that it now requires the provision of information regarding foreign credit transactions with no inflow of funds, within certain criteria; V – Use of proportionality
