New CNPJ Norms effective as of January 1st, 2023 – IN RFB No. 2119/2022

On January 1st, 2023, RFB Normative Instruction 2119/2022, previously published by the Brazilian Federal Revenue Service on December 6th, 2022, came into force (“IN RFB nº 2119/2022”). Said rule (i) unifies rules about the Nacional Register of Legal Entities (“CNPJ”) by revoking a series of other acts that dealt with the CNPJ, among them, RFB Normative Instruction No. 1.863, of December 27th, 2018, (ii) simplifies and reduces bureaucracy of procedures in general, and (iii) ensures the updating of new legal milestones related to the topic and the evolution of the National Network for the Simplification of Company and Business Registration and Legalization (Rede Nacional para a Simplificação do Registro e da Legalização de Empresas e Negócios, referred to as “Redesim”) project.

It is important to understand what is new in the mentioned IN RFB No2119/2022, among which we highlight:


      • (i)

    Virtual Address

    • . New concept of “establishment”, which formally acknowledges the possibility of virtual addresses. In this specific case, for the purposes of CNPJ registration, the address that must be used is (a) the address of the individual entrepreneur or one of the partners of the entity domiciled in the country, as the case may be, when the place of exercise of the activity is exclusively virtual; or (b) of the establishment identified as the headquarter, when the virtual establishment is registered as a branch. Also, for the virtual establishment, the option for the Electronic Tax Domicile ("DTE") must be made, preferably, to receive notifications, summonses and other administrative acts;


      • (ii)

    Certificate of Non-Existence of Bond

    • . Possibility of issuing a certificate that proves the inexistence of a bond between an individual, as a representative, partner or manager, and a given CNPJ;


      • (iii)

    Registration status

    • . Reiteration of the possibilities of CNPJ registration status, being them (a) active, (b) suspended, (c) inept, (d) lowered, and (e) null, as well as their causes and effects;


      • (iv)

    QSA of Foreign Entities

    • . Inclusion of the obligation, for entities domiciled abroad, to include information about an attorney-in-fact or representative domiciled in Brazil in the Partners and Administrators Chart (QSA); and


      • (v)

    Ultimate Beneficial Owner

    • . Update and consolidation of rules for Ultimate Beneficial Owner information.

By Bruno Salama

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