Page 18 - Demo

Doing Business in Brazil
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other transactions. Following the registration of the company’s incorporation documents before the Board of Trade, should the company have foreign quota holders, it
must obtain a registration with the companies’ registry of the Central Bank (CADEMP).
The Electronic Declaratory Registration (RDE) is a computerized system, structured in four modules: Foreign Direct Investment (IED), Financial Operations (ROF), Portfolio Investments (PORTFOLIO) and Brazilian Capitals Abroad (CBE). With regards to the nonresident investor or lender, the most widely used forms are the RDE-IED and the RDE-ROF.
4.1 Foreign Direct Investment
The registration of foreign direct investment in the corporate capital of a Brazilian company is carried out through BACEN’s electronic system, known as SISBACEN. A permanent number will be issued, called RDE- IED, pairing the Brazilian company and the partner.
Pursuant to Resolution 3.844/2010, both the foreign investor and
the Brazilian company are jointly responsible for the registration. The registration should be made both in foreign currency and in the corresponding amount in the local currency.
The participation of the quota
holder in the corporate capital of the Brazilian company shall be registered as foreign direct investment. Any
reorganization involving the Brazilian company receiving the investment, such as share splits, consolidations and mergers, must also be registered.
At its discretion, BACEN may suspend or cancel the equity investment registration and/or impose fines if the furnishing of information to the Bank is incorrect, incomplete or untimely, or for failing to furnish required information according to applicable rules.
4.2 Foreign Financial Operations
The registration of financial operations before BACEN is performed by the RDE-ROF. It is required for foreign loans, foreign financing and foreign financial leases. The borrower or leaseholder is responsible for carrying out the registration.
Registration of the liability transactions should be made in
the currency agreed between the nonresident lender and the resident borrower and must be carried out by the resident borrower or its representative.
Any funds entering Brazil pursuant to a foreign loan, either those contracted directly or through
the issuing of securities on the international market, are subject to registration. After the resources have entered the country, any changes regarding the maturity date, financial conditions and debtors are generally permitted, but are also subject to registration.