One of the most common situations involves the coexistence of more than one NIRE linked to the same company. This occurs, for example, when there is an alteration in the legal nature of the Company, and the Commercial Registry assigns a new number without properly retrieving the previous history.

When this happens, the company registration begins to show formal inconsistencies that impact:

• The consistency of the company’s registration history;
• The issuance of certificates;
• The filing of new documents; and
• The proof of legal continuity.

In order to correct this situation, it is necessary to require acts of ratification or validation, with a thorough analysis of the history and specific administrative proceedings.

Another relatively common scenario is the establishment of branches that, due to operational failure or an excess of simultaneous registrations, end up without the proper NIRE registration. Although this error can remain unnoticed for years, it usually emerges at critical moments, such as when a cancellation is requested or during merger processes.

In these cases, the Commercial Registry normally requires prior regularization, through a specific corporate act, before allowing the application to proceed. This leads to delays, additional costs, and procedural uncertainty.

The failure to file mandatory documents over time may lead to the deactivation of the NIRE by the Commercial Registry. When this occurs, the company faces restrictions on filing new documents, making changes, or carrying out regularization procedures.

The reactivation process usually requires history survey, document updates, and procedures that are similar in complexity to a new constitution, making the solution more costly and bureaucratic.

Issues involving the NIRE frequently arise in legal due diligence processes, mergers, acquisitions, or corporate reorganizations. Often, these are old errors, which solution requires the reconstruction of the registration history and the analysis of acts performed over the years.

• These issues may:
• Compromise the viability of strategic operations;
• Reduce the company’s attractiveness to investors;
• Generate additional requirements in processes of due diligence; and
• Significantly increase the cost of regularization.

Business structures with a high number of branches are more susceptible to inconsistencies in the NIRE, especially if there have been successive changes over time, different administrative management, or a lack of centralized control.

The failure in mapping the NIREs linked to each unit favors cumulative errors, which subsequently require complex corrections.

The Commercial Registry does not automatically carry out a detailed preventive check of the NIRE history before assigning new registrations. For this reason, prior verification has become an essential measure in significant corporate changes, preventing future duplications and inconsistencies. This technical review allows errors to be identified before they turn into high-complexity administrative obstacles.

Monitoring the NIRE registration should be integrated into the corporate governance strategy. Mapping existing records, reviewing the history of actions, and monitoring document consistency are practices that reduce risks and contribute to the company’s compliance.

PLBrasil Paralegal operates in the diagnosis and organization of corporate structures, especially in cases involving extensive history, multiple branches, or the need for administrative regularization resulting from inconsistencies in the NIRE. With a technical and preventative approach, PLBrasil Paralegal assists companies in identifying risks and building legally sound and procedurally efficient solutions.

According to RFB Normative Ruling No. 2003/2021, the following parties are required to file the ECD:

• Legal entities taxed based on Actual Profit;
• Legal entities taxed under the Presumed Profit regime, which may have distributed profits or dividends in an amount exceeding the tax base for Income Tax purposes, after deduction of taxes, except if they have a Cashbook as provided by law;
• Unincorporated Joint Venture Companies (SCP), when they fall under the legally mandatory circumstances;
• Legal entities that are immune or exempt, whose total revenue, donations, incentives, subsidies, contributions, aid, or equivalent income is equal to or greater than BRL 4.8 million in the calendar year; and
• Companies that, due to corporate or contractual requirements, must keep regular accounting records.

Companies that opt for the Simplified National Tax Regime (Simples Nacional) generally remain exempt from filing the ECD, except in specific situations provided for by law.

The ECD relating to calendar year 2025 must be filed by June 30, 2026, in accordance with current legislation.

In the event of dissolution, total or partial spin-off, consolidation, or merger, the ECD must be filed by all legal entities involved, including those that have been dissolved, spun-off, merged, and merging entities, when applicable, observing the following deadlines:

• If the event takes place between January and May, the ECD must be filed by the last business day of June of the same year;
• If the event takes place between June and December, the ECD must be filed by the last business day of the month following the month in which the event occurred.

The deadline should always be calculated based on the date of the corporate event.

The ECD consolidates, in a digital environment, the company’s main accounting books, including:

• General Journal and its subsidiary ledgers, if any;
• General Ledger and its subsidiary ledgers;
• Daily Trial Balances and the ledger entries that substantiate the records;
• Balance sheets and financial statements, as applicable.

All files must be digitally signed by the company’s legal representative and the responsible accountant, with valid digital certificate issued by an authority accredited to ICP-Brasil.

The ECD is filed exclusively through the Validator and Signer Program (Programa Validador e Assinador – PVA) made available by the Federal Revenue Service Office within the SPED environment. All files are validated, signed, and transmitted through such system with legal security.

However, this obligation does not end with the filing on the PVA. Companies must keep their accounting records duly structured, parameterized and reconciled so that the ECD is submitted in full and in accordance with the tax requirements.
This requires:

• complete accounting closing of the fiscal year;
• consistent entries;
• audited accounting reconciliations;
• validated financial statements; and
• adherence to the SPED layout and rules.

A ausência de estrutura contábil adequada pode gerar erros de validação, inconsistências nos arquivos ou até impedir a transmissão dentro do prazo legal.

The Tax Accounting Bookkeeping (ECF), also a part of the SPED, uses the ECD as one of its main sources of information for calculating the Corporate Income Tax (IRPJ) and the Social Contribution on Net Profit (CSLL). Therefore, any inconsistency, omission, or error in the ECD can directly impact the ECF, thus generating rework, the need for corrections, and increasing the company’s exposure to tax audits.

The reconciliation between the ECD and ECF is therefore essential to ensure tax security, consistency of information, and reduction of tax assessment risks.

Filing the ECD requires more than simply fulfilling an ancillary obligation. It demands accounting organization, technical expertise in legislation, and processes prepared to consistently meet the SPED standards.

PLBrasil Accounting&Finance offers full support in the planning, validation, and filing of the ECD, through an integrated approach involving accounting, systems, and tax compliance. Our team monitors the entire process to ensure that the ECD is filed on time, with technical consistency and in compliance with the requirements of the Federal Revenue Service Office.

Have you ever thought about facing administrative proceedings or having to pay a fine for not declaring investments outside Brazil? Well, the deadline for declaring your Brazilian capital abroad has begun! f investments or assets in other countries are equal to or exceed US$100 million, it is mandatory to declare them to BACEN by June 5, 2025.

It is a declaration that provides detailed information to the Brazilian authorities on foreign investments held, in custody, and/or allocated in banks, real estate, or other investments/portfolios outside the country. This information is important for the Brazilian government to monitor the economy and regulate investments and resources held abroad, ensuring fiscal transparency and preventing currency evasion and money laundering.

• US$ 1,000,000.00 (one million US dollars) or the equivalent in other currencies, referring to the periods ending December 31 of each base year – Annual CBE; and

• US$ 100,000,000.00 (one hundred million US dollars) or equivalent in other currencies, referring to the periods of March 31, June 30, and September 30 of each base year – Quarterly CBE.

The DCBE is mandatory for individuals and legal entities that have investments abroad, according to the amounts described above. If you do not make the declaration, BACEN may fine you up to R$ 250,000! In addition, the declaration helps to avoid problems with the Brazilian Federal Revenue Service and other agencies.

Legal basis: Law 14,286/2021 and BCB Resolution 279/2022.

The importance of prior consultation with the City Hall

In this context, prior consultation with the City Hall of Rio de Janeiro is no longer merely recommended but has become essential. Before acquiring or renting a property for business purposes, it is necessary to verify that the intended activity is compatible with the chosen address.

This analysis involves not only zoning but also the urban criteria applicable to a specific case. When the activity is expressly prohibited, there is no room for flexibility; the consultation, in this case, only confirms the impossibility of operating in that location. On the other hand, when there is a conditioned possibility, the process requires in-depth technical evaluation.

Established companies and new applications for operating permit

The new legislation also brought an important distinction between already consolidated situations and new ventures. Companies that already have operating permits tend to be preserved, even if they are not fully aligned with the new rules.

However, this logic does not apply in cases of a change or inclusion of business activity, a change of address, or the registration of a new CNPJ. In such cases, incompatibility with current rules may prevent the issuance of a new business permit, even for companies that previously operated in the Municipality.

Constraints and need for technical analysis

In practice, the City Hall of Rio de Janeiro has adopted a more restrictive stance in granting new operating permits, especially in urban-sensitive areas.

This restriction, however, does not always stem from a direct prohibition. It often results from the compatibility analysis of the activity with the surroundings, which requires technical interpretation and knowledge of the applicable rules. Depending on the potential impact of the activity, it may be necessary to prepare a neighborhood impact study, as provided for in the new regulation. This type of analysis does not replace the previous consultation, but it can enable specific situations that depend on technical justification.

Zoning and operating permit: prior validation as an essential requirement

The changes brought by Supplementary Law No. 270/2024 reinforce an aspect that, for a long time, was treated as secondary: the alignment between business activity and urban land use.

Since March 2026, the process has ceased to admit further adjustments and began to require prior validation of the viability of the activity. This means that the choice of address is no longer just a business decision and has become a determining factor for the very existence of the business in that location.

Starting a process without this verification may result in unnecessary costs and the impossibility of obtaining an operating permit. PLBrasil Paralegal works in prior consultations and in the feasibility study in the Municipality of Rio de Janeiro, helping companies to make decisions based on technical criteria and in line with current urban requirements, avoiding rework and ensuring greater predictability in the process of opening or expanding activities. .

The idea that “once a company is liquidated, the matter is closed” does not apply when there are actives PER/DCOMP, whether for reimbursement or compensation. Failing to address this issue could result in financial losses and outstanding tax obligations.

PER/DCOMP does not automatically close upon liquidation

PER/DCOMP remains active even after the cancellation of the CNPJ; therefore, its verification should be included in the company’s closing checklist. Without monitoring, the Federal Revenue Service Office may later request documents, demand supporting evidence, or complete analyses. In practice, this monitoring can extend for up to five years, a typical timeframe for tax audits—which reinforces the need for continuous monitoring even after formal liquidation.

The false sense of termination and its practical effects

In many liquidation processes, the existence of pending PER/DCOMP is not verified beforehand. The process is forgotten, based on the assumption that there will be no further demonstrations.

When the Revenue Service contacts the company months or years later, it becomes clear that the request was still being processed—and that there was a lack of monitoring. In other words, the problem is not with the PER/DCOMP system, but with the lack of follow-up.

Requesting a refund or compensation requires ongoing tax monitoring

Requests for refunds or compensation involve detailed analyses by the Revenue Service, which may include:

• Proof of origin of the credits;
• Presentation of documents from previous fiscal years;
• Analysis of operations; and
• Revisions to previously declared information.

Therefore, leaving the PER/DCOMP without monitoring after liquidation exposes the company to requirements that demand technical answers and organized documentation, and the last legal representative (an individual) remains responsible for responding to summons, providing clarifications, and supplying documents until the final conclusion of the process

Responsible liquidation requires attention to what remains under analysis

The liquidation does not automatically terminate administrative obligations. Procedures such as PER/DCOMP continue to have effects and should be monitored until completion.

Ignoring this aspect can result in financial losses or unmet tax requirements. Therefore, monitoring PER/DCOMP should be part of a responsible and thorough liquidation process.

PLBrasil Accounting&Finance provides technical support for PER/DCOMP during liquidation processes, ensuring that credits and liabilities are handled correctly and that no outstanding issues remain after the liquidation is concluded.

Types of permits and licensing models

Depending on the municipality and the activity performed, licensing can take different forms, including:

• Provisional permit: issued while other necessary licenses are still under review; and
• Final permit: granted after full verification of legal requirements;
• Permit for temporary events: issued for events, fairs or temporary shows in public or private spaces;
• Low-risk permit: issued when the activity does not require prior inspection before the start of operations;
• High-risk permit: required for establishments with a high potential for danger to safety, the environment, or health; and
• supplementary licenses related to the activity, such as health, environmental or safety permits.

In certain situations, municipalities may grant provisional authorizations based on licenses previously granted to the property, this occurs when a company begins to occupy space within an already licensed establishment.

The licensing process and the agencies involved

In practice, the application for an operating license rarely depends on just one single agency. In many municipalities, the process involves technical input from different sectors of the public administration, such as:

• health surveillance, when the activity involves food, health, or the handling of sensitive products;
• environmental agencies, depending on the potential impact of the activity;
• municipal urban planning authorities, responsible for controlling land use; and
• fire department, which analyzes fire safety conditions.

This multiple processing steps explain why, in some cities, the process of obtaining the permit can take months — or even more than a year — to complete.

The attempt at simplification introduced by the Economic Freedom Act.

With the aim of reducing bureaucracy in the business environment, Law No. 13.874/2019 was edited, known as Economic Freedom Law. Among other measures, the legislation established the possibility of waiving the requirement for a prior permit for activities classified as low risk., allowing the company to begin operations upon self-declaration.

In practice, however, the application of these measures depends on the regulations of each municipality. In some cities, especially in larger urban centers, licensing remains a relatively complex procedure subject to various administrative analyses.

This multiple processing steps explain why, in some cities, the process of obtaining the permit can take months — or even more than a year — to complete.

Companies that operate solely on an order form

Given the delays in processing applications, it is common for companies to begin operations equipped only with the operating license application form. This practice reflects an administrative reality in many municipalities, where the volume of requests and limited public resources prolong the processing of applications.

However, it is important to point out that the application form does not legally replace the permit. The form does not guarantee complete protection against potential administrative measures.

Consequences of not having an operating license

The absence of a permit can lead to relevant administrative sanctions, as the municipality has the authority to oversee the exercise of economic activities within its territory, these activities include:

• administrative fines;
• closure of the establishment; and
• embargo on business activities.

For this reason, municipal licensing is usually one of the first concerns in the legal and operational organization of a company.

Business licensing requires planning

Although often treated merely as a bureaucratic step in opening a business, the operating license is an important element of business compliance. The licensing process may involve different public bodies, technical requirements, and administrative deadlines that vary depending on the municipality and the nature of the activity performed.

PLBrasil Paralegal monitors processes related to licensing and regulation of business activities, analyzing not only the process of obtaining an operating license, but also other administrative authorizations that may impact the proper exercise of economic activities.

Cancellation of Previously Filed Proceedings

With the entry into force of RFB IN No. 2,290/2025, all beneficial ownership filings that were under review or pending a decision as of October 2025 were cancelled by the Federal Revenue Service. This includes cases where:

• The beneficial owner had already been disclosed;
• The analysis was currently underway; and
• The filing was awaiting supplemental information or an administrative decision.

This measure stems from the need to align proceedings with the new regulatory and systemic model, as announced by the Federal Revenue Service in an institutional notice published on October 31, 2025, regarding the issuance of RFB IN No. 2,290/2025 and the expansion of registration transparency rules.

Resubmission of Information: Starting the Process Anew

Following the cancellation, taxpayers must initiate a new proceeding, ensuring full compliance with the requirements of RFB IN No. 2,290/2025. This means that:

• The procedure begins from scratch via the e-BEF;
• The option to declare the “non-existence” of a beneficial owner is no longer available; and
• The system now requires the effective identification of natural persons classified as ultimate beneficial owners.

Administrative update, not penalty

The cancellation of these filings should not be interpreted as a sanction, but rather as a natural consequence of a structural update to the Federal Revenue Service’s registration control mechanisms. Regulatory and technological shifts of this magnitude typically require the suspension of legacy workflows to ensure information consistency, security, and integrity.

The adoption of a new electronic form and the removal of previously permitted exceptions are part of a modernization process aimed at aligning with international transparency standards.

Technical support for new proceedings

Given the cancellation of prior filings, it is recommended that companies and entities, among other measures, review their corporate structures and chains of control; align the identification of beneficial owners with the new requirements; Properly prepare the resubmission of information through the e-BEF.

PLBrasil Paralegal is prepared to provide technical support in this new cycle, assisting in the analysis, structuring, and resubmission of beneficial ownership filings, with a focus on compliance, legal certainty, and operational efficiency.

When is the deadline?

The Annual General Meeting (AGM) or the Members’ Meeting for the approval of accounts must take place, without exception, until the fourth month after the end of the fiscal year. For the vast majority of companies, whose fiscal year coincides with the calendar year, the deadline is April 30, 2026, including the performance of the act and subsequently filing with the Commercial Registry.

Why is approval indispensable?

• Disclaimer of Liability: Without formal approval, the administrator remains exposed to questioning about their management indefinitely. Regular approval exonerates the administrator, except in cases of error, fraud, or deceit;
• Banking and Credit Restrictions: Financial institutions require the minutes of the meeting approving the financial statements to be filed for the renewal of ratings and credit lines; and
• Barriers in Bidding and M&A: Proper documentation, including duly registered financial statements, is an essential requirement for participating in biddings, audits, and M&A processes.

What are the obligations for Joint-Stock Company?

Joint-Stock Companies (S.A.) must publish their financial statements before the shareholders’ meeting in a widely spread newspaper, comparing the data from the previous fiscal year with the following information:

1. Overall information or values relating to each group;
2. Respective classification of accounts or records; and
3. Receipt of relevant information included in the explanatory notes and in the opinions of the independent auditors and the fiscal council, if any.

Exceptions:

• Private companies with annual gross revenue of up to BRL 78 million: Companies of this nature can publish the information in full through the Balance Sheet Center of the Public Digital Bookkeeping System – SPED; and
• Private companies with net equity, on the balance sheet date, below BRL 2 million: These companies are exempt from preparing and publishing the statement of cash flows.

And what about Limited Liability Companies?

• Companies of any size under the regime of Limited Liability Companies (LTDA) and cooperatives are exempt from attaching financial statements to the minutes of the meeting or shareholders’ meeting. and
• Microenterprises and Small Businesses (ME and EPP) are exempt from filing financial statements, as well as from holding a meeting or members’ meeting for this purpose.

Is there a rule for signing documents?

Changes to the registration of the balance sheet with the Commercial Registries

The National Department of Business Registration and Integration (DREI) enacted Normative Instruction No. 1/2024, aiming, among other measures, at the following items:

• It is not up to the Commercial Registry to verify the entries or form regarding the composition of bookkeeping;
• The filing of the balance sheet does not have to include all the financial statements, but the document presented must be filed;
• The Commercial Registry will only analyze the legal and extrinsic formalities, restricting itself to verifying registration information, such as company name, CNPJ number, etc.; and
• If the balance sheet is filed, it is possible to request a rectification, provided that the defects are exclusively remediable, resulting from material and/or procedural errors that can be corrected or validated – as long as they do not affect the essence of the document, do not cause harm to the public interest, prejudice to third parties, or create uncertainty regarding the information provided by the Commercial Registries.

Timely approval of accounts — coupled with proper bookkeeping and filing — strengthens governance and reduces risks during audits, fundraising, bidding processes, or restructuring. PLBrasil Paralegal assists companies in conducting the entire process of registering minutes with the Commercial Registries.

Since 2024, the RAIS has been submitted directly through eSocial. Data for the base years 1976 through 2022 remains available for review and correction via the GDRAIS program on the Ministry of Labor and Employment’s official RAIS portal.

How is the declaration submitted through eSocial?

RAIS is automatically transmitted via eSocial through the recording of periodic payroll events. The system uses the information submitted monthly throughout the year to consolidate the government’s database.

What about submitting the negative RAIS?

Submitting the negative RAIS remains mandatory. The difference is that, upon identifying active companies with no employee turnover during the base year, eSocial automatically generates and submits the declaration through the system.

Penalties for late filing or failure to file

The fact that the RAIS is submitted automatically does not eliminate the risk of fines. Inconsistencies in eSocial that affect RAIS data — such as incorrect hire dates or incorrect compensation amounts — may result in:

• Late Filing Penalties: starting at R$ 425.64, plus R$ 106.40 for each two-month period of delay. A percentage ranging from 1% to 20% may be added to these amounts, depending on the number of employees at the company.
• Penalty for omission or incorrect or false reporting: starting at R$ 425.64, plus R$ 26.60 for each omitted employee or piece of inaccurate information, pursuant to Article 25 of Law No. 7,998/1990.

At PLBrasil Accounting&Finance, we combine technology and technical expertise to ensure that data submissions and compliance with ancillary obligations are handled with precision.