São Paulo is the name of both Brazil’s most populous state, with 645 municipalities and an estimated 41.9 million inhabitants, and the country’s fastest growing city with approximately 11 million inhabitants. The metropolis of São Paulo is considered the financial capital of Brazil and is home to most of the country’s largest financial firms. In 2013, São Paulo ranked 6th in Forbes’ List of the Top 10 Billionaire cities.
The city is not only a financial centre for the nation but is also a major international sporting destination, hosting the opening game of the FIFA 2014 World Cup in Brazil. It was also the site of some of the largest anti-corruption protests in the country against the tournament, leading to some violent clashes between protesters and riot police.
São Paulo is no stranger to corruption scandals: a fact underscored when the city was caught at the centre of the recent Siemens bribery and price-fixing case over contracts awarded for the construction of the city’s metro.
For the purposes of this blog, we’ll take a look at the steps needed to obtain corporate information on BTG Pactual Commodities SA, a direct subsidiary of the international investment bank and asset and wealth management firm BTG Pactual: a Latin America-focused company operating across multiple sectors.
Information availability summary
|Data point||Free search||Full Registration Form||Specific Certificate Preformatted|
|Historical changes and corporate actions||No||Yes||Yes|
|Shareholders||No||No **||No **|
** Unavailable at time of access, but the Junta Comercial informed us that shareholder details would be available online in the future
The most common business structures in Brazil are the corporation (Sociedade por Ações or SA) and the limited liability company (Sociedade Limitada or limitada):
- There are no legal minimum capital requirements for setting up corporations and limitadas, except in the case of financial institutions and certain other legal entities with specific business purposes. Limitadas require at least two shareholders while corporations require only one, so long as they are a Brazilian legal entity.
- In general, corporations and limitadas may be wholly foreign-owned. However, Brazilian law imposes certain limitations on foreign direct investment in the following economic activities: healthcare assistance, coastal shipping, journalism and radio or image broadcasting, cable television, mining, hydraulic energy, highway freight, and airlines. Additionally, foreign quotaholder or shareholders must be legally represented by a citizen domiciled in Brazil and are required to be registered with the Brazilian Federal Revenue Service.
Sources of information
The Brazilian federal system means there is no central repository of corporate data, instead there is a system of state level Boards of Trade (Junta Comerciais) portals. These portals are the most comprehensive sources of company data on Brazilian entities in each state. For São Paulo this is provided by the Board of Trade for the State of São Paulo (JUCESP) which is maintained by the São Paulo State Government. The portal has a free search option by company name, social reason or trade registration number (NIRE).
The free search allows an investigator to look up a registered entity by full or partial name and will, for example with “btg pactual”, return all the entities registered in São Paulo that have that search string in their name. The search results (image below) provide a list of the NIRE, business name and the registering municipality from which to select the desired entity. Once you have located the company in question, the free business summary, in this case for BTG Pactual Commodities SA, is hyperlinked through the company NIRE (35300416368).
The free search result allows an investigator to verify the name and address of the company, as well as finding that its company structure is an SA, that it was registered in 2011, the company’s taxpayer identification number (CNPJ) and that it has share capital of R$300 million.
This screen also gives the user the option to pay for access to additional data. Reports can be requested by checking any of the boxes shown below and clicking the “OK” button highlighted in green. The additional documents service allows investigators to request the Full or Simplified Registration Form (“Ficha Cadastral”) a Preformatted or Content Requested Specific Business Certificate (“Certidão Específica”), one item at a time.
A valid National Persons Register (Cadastro de Pessoas Físicas - CPF) and password (Senha) are required in order to pay for the service, but these CPF taxpayer numbers are only provided by the Federal Revenue Service to Brazilian citizens or resident aliens.
Additionally, the CPF must be registered within the state from which the company documents are requested. These stringent CPF requirements can represent a significant obstacle for investigators without Brazilian citizenship and residency in the state of registration. As such, the documents can be difficult to obtain but provide a good amount of information. In short, the Specific Certificate provides much more detailed information on a company’s current finances and directors, whereas the Registration Form shows more of the historical record of changes to the company.
Searching by individual
The JUCESP portal does allow for searches by individual shareholder or director name through the advanced search (Pesquisa Avançada) function along with other options. However, results of the advanced search can only be seen by providing a valid CPF and password.
In summary, São Paulo is a relatively rich environment for corporate data in Brazil despite some obvious obstacles to accessing certain elements of data. The lack of a centralised registry makes company name searches somewhat more difficult than in other countries without federated political systems. Additionally, the requirement for local forms of identification creates a significant obstacle that foreign investigators need to overcome in order to obtain more detailed company information. However, once obtained the company information is detailed, despite lacking shareholder information, and provides a good amount of historic data including previous company names.
Written by Rafael Serrano, Researcher at Arachnys. Arachnys is a digital platform that consolidates and aggregates business information from sources like the ones featured here to make due diligence research quicker and more effective. Contact the author at firstname.lastname@example.org to find out more.