The Brazilian Central Bank (“BACEN”) has throughout the past years been vigorously acting on the monitoring of compliance with the several ancillary obligations under its supervision (late transmission and/or incongruences on the information transmitted may subject Brazilian companies to the application of penalties), starting, when applicable, punitive administrative proceedings, as well as applying precautionary measures such as the suspension of registrations.

For such reasons the attention to the deadlines and details on information to be provided becomes even more important. Below follows details on the main ancillary obligations to be fulfilled in the calendar year of 2022.

Foreign Direct Investment (RDE-IED)

Brazilian companies receiving foreign direct investment that have Total Assets or  Net Equity values equal or greater than R$250.000.000,00 (two hundred and fifty million reais) shall, until the date of December 30^th, 2022, submit the corresponding Economic-Financial Statement encompassing data on variations (e.g., Total Assets and Net Equity) and flow (e.g., profit or loss in the quarter), pertaining to the reference date of September 30^th, 2022, before the Foreign Direct Investment Modul of the Electronic Declaratory Registry (RDE-IED) of the Central Bank Information System — “Sisbacen”.

The deadline for the submission of the Foreign Investments Annual Census Statement (“Statement”) approaches and is to be delivered by August 15^th, 2022.

This year the following are obliged to deliver the Statement:

(a) Brazilian companies receiving foreign direct investment which had, on December 31, 2021, a net worth value equivalent to or greater than USD100,000,000.00 (one hundred million United States Dollars);

(b) Brazilian investment funds with non-resident quota holders and with, on December 31, 2021, a net worth value equivalent to or higher than USD100,000,000.00 (one hundred million United States Dollars); and

(c) Brazilian companies with a balance of short-term commercial accounts payable (i.e., payable within 360 days) with foreigners, on December 31, 2021, exceeding USD10,000,000.00 (ten million United States Dollars).

The Statement shall be transmitted via the Foreign Investment Census Module of the Central Bank’s Information System – “Sisbacen”.

The late transmission of the Statement and/or incongruences on the data transmitted may subject the Brazilian entities to the application of penalties by the Central Bank of Brazil.

In accordance with articles 124 and 132 of Federal Law no. 6,404/1976 (Corporations Act – LSA) and article 1,078 of Federal Law no. 10,406/2002 (Brazilian Civil Code), corporations and limited liability companies shall start the procedures required for the analysis and further approval of management accounts, aiming at assessing, discussing and voting on the financial statements, deliberating on the destination of profits and distribution of dividends.

Such approval shall take place at an annual quotaholders’ meeting, for the limited liability companies, and at an ordinary general meeting, for the corporations. In both cases, the minutes containing the resolutions from the respective meeting shall be registered before the Commercial Board. As an example, minutes dated of April 30^th may be filed with the Commercial Board until May 30^th, without disadvantages to the companies.

The meeting shall be done presentially, semi-presentially, in case of allowing the participation and voting in person or by distance, or totally by distance, in case of allowing the participation and voting just by distance. The participation and voting in these cases shall occur upon sending the voting list digitally and/or upon by distance participation, via electronic systems. The call instrument for the meeting shall inform, in highlight, if the meeting will be done semi-presentially or fully by distance, as well detail the manner that the participation and distance voting will occur.

For corporations, the financial statements, management report and other relevant documents, must be prepared according to the standards of the LSA, being made available to shareholders and published. According to the modifications promoted by Complementary Law 182/2021 (the Startups Act) and Federal Law 13,818/2019, for this year of 2022 the corporations with up to R$78.000.000,00 (seventy-eight million reais) of gross revenues may carry out their publications electronically via the Central Balance Sheet Database of the Public System of Digital Recording, and the others shall carry out the publication on a newspaper with large circulation of the same location of the corporation’s headquarters, being henceforth lifted official gazette publication.

For limited liability companies, the financial statements shall be made available to the quotaholders in accordance with the Articles of Organization and the Brazilian Civil Code. In accordance with Federal Law no. 11,638/2007, to the limited liability companies that are considered large-sized – the company or group of companies under common control that has, in the previous fiscal year, total assets exceeding R$240.000.000,00 (two hundred and forty million reais) or an annual gross revenue higher than R$300.000.000,00 (three hundred million reais) – are applicable the provisions of the LSA governing the preparation of financial statements.

Under such context, Similarly to regulations from other States, such as Rio de Janeiro, Minas Gerais and Amazonas, limited liabilities companies headquartered in the State of São Paulo, except for the possibility of judicial discussion, shall also observe the provisions of Deliberation no. 02/2015 of the Commercial Board of the State of São Paulo – JUCESP, which sets forth as preconditions for the registration of the corresponding minutes of quotaholders’ meeting approving the accounts: (i) for companies that meet the criteria of large-sized of Federal Law no. 11,638/2007 described above, the publication of the financial; or (ii) for companies that do not fall under the category of large-sized, a statement attesting such fact

For such reasons the attention to the deadlines and details on information to be provided becomes even more important. Below follows details on the main ancillary obligations to be fulfilled in the calendar year of 2022.

FOREIGN DIRECT INVESTIMENT (RDE-IED)

Brazilian companies receiving foreign direct investment shall, until the date of March 31^st, 2022, submit the corresponding Annual or Economic-Financial Statement (depending on its assets and net equity values) encompassing their net equity, amount of paid-in corporate capital, and equity interest held by foreign entities, pertaining to the reference date of December 31^st, 2021, before the Foreign Direct Investment Modul of the Electronic Declaratory Registry (RDE-IED) of the Central Bank Information System — “Sisbacen”.

ANNUAL CENSUS OF FOREIGN INVESTIMENTS

Brazilian companies receiving foreign direct investment (regardless of the amount) and investment funds with non-resident quota holders with net equity value equal or exceeding US$100,000,000.00 (one hundred million United States Dollars) on December 31^st, 2021; as well as Brazilian companies which short-term commercial debts (i.e., payable within 360 days) with foreigners exceed US$10,000,000.00 (ten million United States Dollars) shall deliver, until the date of August 15^th, 2022, the corresponding Foreign Investment Annual Census Statement, encompassing information on internal accounting data and on its foreign creditors, referring to the base date of December 31^st, 2021, before the Foreign Investment Census Module of Sisbacen.