The Brazilian legal entities whose share capital is held directly by foreign investors must, until March 31, 2020, update the data regarding their corporate structure in the Electronic Declaratory Registration, module of Foreign Direct Investment, from Brazilian Central Bank (“RDE-IED”), 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. Such updates refers to the paid-up share capital, net worth, asset and stake of foreign investors, in the base data of December 31, 2019.
Specifically for the Brazilian legal entities held directly by foreign investors with total asset or net worth equal to or superior than two thousand and fifty million Brazilian reais (R$ 250,000,000.00), instead of the mere data update, it is required, quarterly, related to the base dates of December 31, March 31, June 30 and September 30, within 90-day term as of each base date (i.e., until March 30, 2020, June 29, 2020, September 28, 2020 and December 29, 2020 respectively), the delivery of 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 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 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 Circular No. 3,857/2017, as amended.