Brazil: Foreign Investment Law Report

Last Updated: 28 October 2002
Article by James P Bartolomé

Mandatory Registration of Nonresident Corporations, in the Federal Taxpayer Registry

Brazil’s Federal Revenue Service (SRF) issued – on 9/13/02 - Ordinance 200 (Instrução Normativa 200) establishing that nonresident corporations (including inter alia limited liability companies and nonstock corporations) that own certain goods or rights in Brazil, must enroll in the Federal Taxpayer Registry (CNPJ).

Pursuant to said ordinance nonresident corporations that own, in Brazil, goods or rights subject to public records must enroll in the CNPJ. Qualifying goods and rights include1: (a) real estate, (b) vehicles, (c) vessels, (d) aircrafts, (e) shares / member interest of/in any and all kinds of companies organized and incorporated under the laws of Brazil, (f) bank accounts, (g) securities, (h) publicly traded stock. IN 200 expressly exempted trademark and patent owners from registration with the CNPJ.

The deadlines for enrollment are: (i) not later than November 29, 2002, for owners of real estate or the goods referred to in (b) thru (d) above; (ii) not later than December 30, 2002, for owners of shares / member interest in a company, or the goods referred to in (f) thru (h) above.

Enrollment in the CNPJ is accomplished by filing the electronic forms available at the SRF’s website Nonresident corporations must appoint an attorney in fact, resident in Brazil, with sufficient powers to represent them before the SRF. The attorney in fact must have powers to receive service of process (including summons) on behalf of the foreign company and to act as administrator of the grantor’s qualifying good(s). In order to complete the enrollment the attorney in fact must courier to the local (i.e., attorney’s place of residence) SRF office copies of the grantor’s: articles of incorporation; shareholder/board resolution appointing the attorney; power of attorney. All the copies must be certified by the Brazilian Consul of the place of domicile of the foreign corporation.

Upon enrollment in the CNPJ the nonresident company must maintain its filing information updated. Changes in the roster of shareholders or company officers, for example, must be communicated within thirty days of the date of the corresponding event. If the corporation ceases to own the qualifying good or right it can cancel its taxpayer registration. To that end the attorney in fact must submit a statement that the company does not have title to the qualifying good or right, anymore; when appropriate the statement must be supported by documentary evidence. If the corporation intends to acquire again qualifying goods or rights it can simply apply to have its taxpayer registration status changed to inactive.

Nonresident corporations enrolled in the CNPJ must file the Annual Information Statement for Nonresident Corporations (DAIPJ-Exterior).

1 Nonresident individuals that own these kinds of goods or rights must register at the Individual Taxpayer Registry (CPF) – IN 190/02 (Instrução Normativa N° 190).

James Phillip Bartolomé

An attorney with twenty-four years of professional experience in various areas of legal practice, Bartolomé joined the Law Office of Paulo Elísio de Souza (Escritório Jurídico Paulo Elísio de Souza), as partner, in 1997 (actually he started his professional career at the firm, as paralegal and, subsequently, as junior associate in 1978 thru 1980). He is responsible for the areas of intellectual property law – with focus on IT industry – and foreign investment in Brazil.

Bartolomé's professional antecedents include:

  • Senior Manager at Arthur Andersen’s Legal Services: he was involved, primarily, in providing legal advice to foreign investors’ ventures in Brazil (incorporation of subsidiaries and joint ventures, licensing, franchising, etc.). He also lectured at Arthur Andersen’s Center for Professional Education in St. Charles, IL;
  • Latin American Regional Counsel of the Motion Picture Association of America (MPA): the MPA runs a worldwide copyright enforcement program for the protection of its member companies’ motion pictures against unauthorized video duplication, distribution, broadcasting, cable communication and public performance. As regional counsel and later on, as Director of South American Anti-piracy Operations Bartolomé was responsible for the execution of the Association’s anti-piracy program in the region;
  • Litigation attorney of the Brazilian subsidiary of The Chase Manhattan Bank, and international contract analyst for Impresit (a contractor of the Fiat group), based in Buenos Aires, Argentina.

Bartolomé has a Law degree from the FBCJ law school of Rio de Janeiro, and is a member of the Brazilian Bar Association (OAB), the Inter-American Copyright Institute (IIDA), the Computer Law Association (CLA), the Brazilian Intellectual Property Association (ABPI) and the Argentine Chamber of Commerce of Rio de Janeiro. He lectures regularly on intellectual property and foreign investment matters, in Brazil and abroad, and has papers published on the subject.

Bartolomé is fluent in English, Portuguese and Spanish. He is forty-seven years old, born in Lansdale, PA, having being raised in Buenos Aires, Argentina. He has been living in Rio de Janeiro since January 1974. He is married to a Brazilian, Liz, and has two daughters, Ana Beatriz and Maria Fernanda.

This article has been made available by the Law Office Paulo Elísio de Souza for informational purposes only and are not legal advice. Persons receiving the information on this document should not act upon the information without seeking professional legal counsel.

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