Brazilian Federal Revenue Service Changes CNPJ Issuance Process

The Brazilian Federal Revenue Service (Receita Federal do Brasil – “RFB”) implemented, as of December 1, 2025, a relevant change to the process for issuing the National Registry of Legal Entities (Cadastro Nacional da Pessoa Jurídica – “CNPJ”), with direct impacts on the incorporation of new companies and the structuring of corporate transactions in Brazil.

Previously, the process was fully integrated: once the constitutional documents were filed and approved by the competent Board of Trade, the CNPJ number was automatically issued. Under the new framework, although corporate registration continues to be carried out normally before the Board of Trade, the issuance of the CNPJ now depends on the completion of an additional mandatory step before the RFB.

After the filing of the articles of incorporation (or any corporate act that requires a new registration), the company’s legal representative must access the Tax Administration Module (Módulo Administração Tributária – “MAT”), an electronic system created by the RFB to validate and consolidate the initial tax information of legal entities.

Access to the MAT is carried out through the gov.br platform or, alternatively, by means of a valid digital certificate of the company or its legal representative before the RFB (e-CNPJ or e-CPF of the legal representative). Within the MAT environment, the legal representative must provide and confirm complementary information that is essential for the release of the CNPJ, including:

(i) confirmation and validation of the company’s registration data as filed with the Board of Trade;

(ii) identification and qualification of the legal representative;

(iii) indication and formal linkage of the accountant responsible for the company, who must access the system using his or her own gov.br login or digital certificate and formally confirm the professional engagement through authentication and electronic signature; and

(iv) indication of the company’s initial tax regime for registration purposes.

Only after the full completion of these steps and the validation of the information by the RFB will the CNPJ number be effectively issued.

In practice, this new procedure may result in a time gap between the filing of the corporate act with the Board of Trade and the issuance of the CNPJ. During this period, although the company is duly registered from a corporate law perspective, it will not yet be able to fully operate, including opening bank accounts, issuing tax documents, or contracting certain services.

The new system is part of the consumption tax reform and aims to enhance transparency in business registration and integration between the processes of registering a legal entity and determining its tax framework.

Under this system, the application for a CNPJ is integrated with the choice of the company’s tax regime for purposes of the consumption tax reform, allowing companies to opt for the Simples Nacional regime or to be subject to the Tax on Goods and Services (Imposto sobre Bens e Serviços or “IBS”) and the Contribution on Goods and Services (Contribuição sobre Bens e Serviços or “CBS”).

It should be noted that the MAT will not process registrations for the Actual Profit (Lucro Real) or Presumed Profit (Lucro Presumido) regimes, as the registration for these regimes continues to be made through the payment of the first installment through DARF (Brazilian federal revenue payment document). Likewise, use of the MAT does not make enrollment in the Simples Nacional regime mandatory, and the taxpayer may opt for it at a later stage, provided that the rules and deadlines currently established on the Simples Nacional Portal are observed.

Effectively, the immediate choice of the consumption tax regime ensures greater tax compliance from the commencement of the company’s activities, as it adopts the CNPJ registration date as the starting point for the tax framework, thereby mitigating potential inconsistencies.

In this sense, we recommend that incorporation processes, corporate reorganizations and transactions that depend on the prompt issuance of a CNPJ expressly take this additional step into account during planning. It is essential to define, from the outset, who will be responsible for accessing the MAT, to ensure the prior availability of a suitable gov.br account or digital certificate, and to coordinate in advance with the accountant to ensure timely confirmation of the professional linkage.

Our team remains available to clarify any questions and to assist clients in navigating this new procedure, with a view to mitigating delays and operational impacts.