04/12/2025
One of the stages in the company incorporation process in Brazil has undergone a significant modification. In compliance with Lei Complementar # 214/2025 and Nota Técnica # 181/2025, the Brazilian Federal Revenue Service implemented the Módulo de Administração Tributária (MAT) and changed the way the CNPJ is issued. As of December 1, 2025, the CNPJ will no longer be issued automatically following the company’s incorporation filing with the Board of Trade Office.
Under the new regime, after the incorporation documents are approved by the Board of Trade Office, the legal representative of the newly formed company must access the MAT on the Federal Revenue portal in order to complete the registration. At this stage, it will already be necessary to select the applicable tax regime. Only after completing this procedure the CNPJ will be released.
The practical consequence is immediate, as the articles of association will be made available without the Federal Revenue registration number. Without the CNPJ, the company will be unable to immediately conduct its activities, issue invoices, carry out banking transactions, or obtain permits and other licenses.
This change represents more than just a new procedure, it shifts the decision regarding tax strategy to the initial moment of company formation. The mandatory upfront determination of tax classification eliminates the possibility of incorporating the company with subsequent tax planning. For entrepreneurs who depend on agility at the start of operations, the absence of prior planning may compromise timelines and delay business launches.
Although the stated rationale for this change is connected to a greater disclosure and the adoption of more comprehensive processes, what will actually occur is an increase in the bureaucratization of the corporate formation system, which had been continuously improving in recent years. This change may also result in higher costs for entrepreneurs, both due to the potential incorrect selection of the tax regime and the need to hire specialized professionals for the process of obtaining the CNPJ (in addition to the register of the new company before the Board of Trade Office).
Co-authored by: Renata Castro Veloso, Nathália Fernandes Gonçalves e Marcos Yuuki Matheus Okamoto
