3/30/2020
Brazil’s Central Registry of Commerce (DREI) on March 9 issued a normative ruling (IN No. 76) laying down the rules to be followed by each state registry in regard to anti-money laundering and combating the financing of terrorism (Law No. 9,613/1988) and also concerning enforcement of the rules issued by the UN Security Council concerning the freeze of assets (Law No. 13,810/2019).
The new ruling was published in the official gazette on March 10 and will come into force on July 1. It prescribes, among other things, that state commercial registries are to lay down and implement their own internal controls and procedures to prevent money laundering and financing of terrorism, which must include at least those aimed at:
- Identifying clients and other parties involved in the acts which are registered before them, including beneficial owners;
- Identifying situations which are required by law (Law No. 9,613/1998, section 11) to be notified to the council for control of financial activities (COAF);
- Identifying politically exposed persons (PEP), as defined by the relevant COAF rule;
- Identifying the requirements imposed by the UN Security Council on the freeze of assets owned by individuals and/or legal entities subject to the punishments imposed by Law 13,810 of 2019; and
- Periodically check the enforcement of the internal controls and procedures they have adopted.
State commercial registries are to follow the instructions contained in the new ruling at all times during the conduct of their businesses, including with respect to transactions made by accredited public auctioneers.
The new ruling also provides a list of the acts which are to be monitored, selected and more carefully reviewed by state registries and which are to be notified to the COAF in case of suspicion. Examples include:
- Request for the incorporation, within 6 months, of more than one company to be owned by the same individual or legal entity or to be managed by the same administrator or attorney in fact;
- Request for registration by a company whose member is not of legal age, is over 80 years old or an incapable person;
- Request for registration by more than one legal entity with the same address when there is no economic reason for them to share the same address;
- Replacement of all or substantially all shareholders, particularly when the new shareholders seem to be intermediaries;
- Frequent changes in the shareholding structure or corporate objectives, with no apparent reason; and
- Registration of acts whenever identification of the beneficial owner is not possible or substantially difficult.
If there is sign that any of the crimes under Law No. 9,613/1998 or Law No. 13,260/2016 has been committed, then the relevant analyst or public official within the Registry of Commerce will be in charge of notifying the COAF.
Failure to comply with the obligations imposed by the new ruling will subject state registries and their officials to the punishments of the law, varying from a warning, fine, temporary incapacity to act as official, to cancellation or suspension of the license to operate.
Our team is ready to assist your business and clear any doubts you may have in this and other matters.
