Ed Long

Ed Long 

Posted Thursday November 6, 2014
 

Arachnys is expanding, and so is our research offering

Arachnys’ customers often ask us for at-a-glance reference guides of how to find compliance-relevant data in their countries of interest. While our popular ‘Behind the Paywall’ series helps to do this on an individual source level, we will be building on this by launching a new series of ‘country audits’ outlining exactly where data is available across our top twenty most-searched markets and how to access it.

Our first country audit will cover Brazil; later editions will cover our other key markets ranging from Russia to China to the UAE. In preparing this first audit, our research team combined online desk research and primary research, speaking to each of Brazil’s 26 corporate registries as well as regional due diligence specialists. This blog provides a snapshot of the issues and data that will be addressed in the full audit, to be published later this year.

Corporate structure

Brazil operates through a federalised system and its corporate registers are, similarly, run on a state-by-state basis. Each of the 26 states has a registry (Junta Comercial) where all companies in the state are registered. Just 8 of the 26 states currently offer corporate information online for free, and the data provided is extremely limited. This corporate opacity can be attributed to the fact that companies are, in many cases, not obliged by state law to expose significant information.

Ten state registries do not make any company information publicly accessible online, and in many of these states the only online service offered is for business owners to check on information related to their own company but not anyone else’s.

Where company information is accessible, we found that there are three main barriers to data availability:

  1. Technical problems (site down or search function not working)

  2. Access restrictions such as a login requiring a Brazilian ID number

  3. Paywalls

Data

The table below displays the data availability in the 8 states that offer free information.

Data table

A lack of shareholder and director information can be a major setback for any investigator doing research in the region, however states such as São Paulo allow users to select further documents for a fee:

Corporate Registry Sao Paulo

Our next BTP post will look in closer detail at what information is available behind the paywall of this registry specifically.

Other states do provide detailed corporate data but there is often significant bureaucracy involved and the only way you can access the information is by contacting the registry directly. This approach often yields results, albeit sometimes on 3½” floppy disk!

Registration Information

Technical restrictions

Due to unreliable websites at the time of writing this post, we were unable to assess corporate data availability in the states of Amapá, Amazonas, Mato Grosso do Sul, Rondônia, Sergipe and Tocantins. In Amazonas for example, the site is temporarily unavailable as a result of a court order. While the registry of Rondônia is online, the search function is broken, and the registry sites are down in Sergipe and Amapá. While due diligence researchers may predominantly focus on the big financial centres of São Paulo, Rio de Janeiro and Minas Gerais, the more peripheral states are still important not least in relation to industries such as mining and it is disappointing that data is not readily available.

In states where online services were unreliable, we found that information could often be obtained by contacting the registry directly, though it was typically a laborious process where an investigator would have to fill out forms and wait some time for responses. In many cases, information would only be supplied to users with a Brazilian ID.

The map below shows availability of corporate data across Brazil’s 26 states:

 

Conclusion

Though names of directors and shareholders are not disclosed in any registry, some states offer information that prove to be useful clues in investigations. The greatest source of opacity is still Brazil’s red tape but political shifts may soon require states to start creating better systems for offering public access to corporate information.

The spotlight on corporate corruption during the recent Presidential election may trigger progress in President Dilma Rousseff’s second term in office. She has already shown an intention to push for reform through her government’s Clean Companies Act which mirrors many of the provisions in the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA), promising greater accountability for corporate fraud and better access to public information, though this has not yet translated into greater transparency in the online corporate data discussed above.

Next steps

As discussed above, our next post will be a Behind the Paywall blog on the São Paulo registry. The state’s GDP is greater than that of Rio de Janeiro and Minas Gerais combined and is also home to the majority of Brazil’s biggest companies and the largest population (11.5 million). São Paulo is the first stop for any investigator doing work in Brazil. This BTP will then be followed by our countrywide audit which will be published before Christmas.

Please send any queries or questions to support@arachnys.com.

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