The Brazilian legal entities whose share capital is held directly by foreign investors must, until March 31, 2022, update the data regarding their corporate structure in the Electronic Declaratory Registration, module of Foreign Direct Investment, from Brazilian Central Bank (“RDE-IED”) or deliver an economic and financial statement in RDE-IED, as applicable, regarding the base date of December 31, 2021, pursuant to the terms of Resolution from National Monetary Council (“CMN”) No. 3,844/10, as amended, and Brazilian Central Bank (“BACEN”) Circular No. 3,689/13, as amended.
The legal entities with total asset or net worth inferior to two thousand and fifty million Brazilian reais (BRL 250,000,000.00) must update their corporate structure in RDE-IED, with information regarding the paid-up share capital, net worth and asset in the aforementioned base date.
In its turn, the legal entities with total asset or net worth equal to or superior than two thousand and fifty million Brazilian reais (BRL 250,000,000.00) are required to deliver an economic and financial statement in RDE-IED, containing detailed data from the Brazilian legal entity (such as paid-up share capital, net worth, assets and liabilities, profits/losses in the base period, distributed profits in the base period, estimated value of the legal entity and relevant valuation method, list of incomes/expenses resulting from the assets revaluation – impairment – and financial incomes/expenses resulting from exchange variation) and from the foreign investors vis-à-vis the respective legal entity (paid-up share capital, voting participation, investor’s country and beneficial owner’s country). With respect to the economic and financial statement in the RDE-IED, the data informed shall comprise merely the respective legal entity, not the consolidated information of the economic group.
It shall be stressed that the economic and financial statement in RDE-IED must be delivered on a quarterly basis. In this sense, in addition to the period until March 31, 2022 (referring to the base date of December 31, 2021) indicated above, economic and financial statements in RDE-IED must be submitted until June 30, 2022 (referring to the base date of March 31, 2022), until September 30, 2022 (referring to the base date of June 30, 2022) and until January 2, 2023 (referring to the base date of September 30, 2022), by the Brazilian legal entities that reach at least the total asset or net worth equal to or superior than two thousand and fifty million Brazilian reais (BRL 250,000,000.00) on the aforementioned quarterly base dates, an obligation not applicable to Brazilian legal entities that do not reach such minimum values.
It is worth to emphasize that the non-observance to the deadlines above, as well as the update of the data regarding the corporate structure or the delivery of the economic and financial statement in RDE-IED with error or defect, or the failure to provide such update or delivery, may result in the application of penalties by BACEN, according to BACEN Resolution No. 131/2021.