CNPJ for Foreign-Owned Companies
A foreign company that owns a Brazilian company needs its own CNPJ and a representative in Brazil. See what Normative Instruction RFB 2.119/2022 requires.
A Brazilian company owned by a foreign company needs a CNPJ for the foreign owner too: when a partner is a legal entity, Receita Federal requires that partner to hold a valid CNPJ before the Brazilian company can be registered. This is different from a foreign individual, who needs a CPF, covered in CNPJ for Foreigners: How gov.br Registration Works. The rules come from Receita Federal Normative Instruction 2.119/2022.
Does a foreign company that owns a Brazilian company need its own CNPJ?
Yes. Under Art. 21 of Normative Instruction RFB 2.119/2022, registration of the Brazilian company is blocked if a partner that is a legal entity has no CNPJ, or has one that is nonexistent, closed, inactive or null. The foreign company must be registered before the Brazilian company can be.
Why is a foreign shareholder required to register in the CNPJ?
Annex I of the same Normative Instruction lists the foreign entities that must register, including those that hold rights in Brazil over real estate, vehicles, bank accounts, financial investments, or equity interests constituted outside the capital markets. An equity interest outside the capital markets, such as a quota in a limited company, falls in that item.
How does the foreign company get its CNPJ?
For the cases in item XVI(a)(7) of Annex I, which includes equity interests, the CNPJ registration comes automatically from the entity’s registration in the Cadastro Declaratório de Não Residentes (CDNR) of the Central Bank, and a request at a Receita Federal service unit is not allowed (Art. 19). Entities outside Arts. 18 and 19 are registered through the standard request, with the address abroad stated in the CNPJ and the declaration required by Annex XI (Art. 20).
Does the foreign company need a representative in Brazil?
Yes. For an entity domiciled abroad, the representative in the CNPJ must be its attorney or legally constituted representative, domiciled in Brazil, with powers to manage the entity’s assets and rights in the country and to represent it before Receita Federal (Art. 6). When a partner is domiciled abroad and the approval is up to Receita Federal, the registration request must include the power of attorney naming the legal representative in Brazil (Art. 14).
Do the individuals behind the foreign company still need a CPF?
Individuals who are partners or administrators of the Brazilian company need a CPF, as explained in Do You Need a CPF Before a CNPJ via gov.br?. The rule that blocks registration for a partner without a CPF also applies to every individual listed in the partner structure.
Who handles these steps?
An accountant or an online accounting firm conducts the registration of the Brazilian company through REDESIM, including the CNAE and the tax regime. Contabilizei is an online accounting firm that conducts this registration. Terms such as matriz, filial and situação cadastral are defined in the CNPJ Glossary.