Offshore Company Compliance: What to Keep Current in Brazil and Abroad

Keeping an offshore company protected means keeping it compliant, not hiding it. In Brazil, that involves declaring the stake and the profits on your income tax return and filing the CBE (Brazilian Capital Abroad report) when the threshold is reached. Abroad, the jurisdiction's rules apply, such as a registered agent, corporate records and, in some cases, economic substance.

What does it mean to protect an offshore company?

Protecting, here, means meeting the obligations the structure creates. An offshore company that stops paying the annual fee, loses its registered agent, or never appears on the owner's tax return is exposed to fines, dissolution, and challenges, whatever country it was opened in.

This article covers that compliance routine. Other topics have their own articles:

• •protection against creditors: offshore asset protection;
• •automatic exchange of tax data: CRS and information exchange;
• •international sanctions: sanctions and compliance for offshore entities.

What does Brazil require of those who own an offshore company?

A Brazilian resident who controls a company abroad declares its profits in the annual tax return. Law No. 14,754/2023 (Lei 14.754/2023) sets 15% on the annual portion of the income, with no deduction from the calculation base (art. 2, § 1). Controlled entities are companies and other entities in which the individual has a preponderant say in decisions or holds more than 50% of the capital or of the profits (art. 5, § 1).

The date of taxation depends on how the controlled entity is classified:

There is also the option to declare the controlled entity's assets, rights, and obligations as if they belonged to the individual, which is irrevocable as long as the entity is held (art. 8 and § 1, II). The step-by-step declaration is in how to declare an offshore company on your income tax return, and the logic of the holding company abroad is in international asset holding company.

When is the CBE mandatory, and what is the risk of not filing it?

The Declaration of Brazilian Capital Abroad (CBE) is mandatory for resident individuals or legal entities that hold assets abroad totaling USD 1,000,000.00 or the equivalent in other currencies on December 31 (annual CBE). The quarterly version applies from USD 100,000,000.00, on March 31, June 30, and September 30, according to the Central Bank of Brazil.

Resolution BCB 279/2022 includes holdings of equity in non-resident companies among the information to be provided (art. 7, I) and sets the annual threshold at USD 1,000,000.00, with a base date of December 31 (art. 10).

According to the Central Bank, the annual filing period runs from February 15 to April 5 of the following year. Fines for failing to file, or in the other cases provided for in the legislation, range from BRL 2,500.00 to BRL 250,000.00, and may be increased by 50% in some cases. Check the current deadlines and amounts on the Central Bank page on the CBE before each cycle.

What obligations come from the company's jurisdiction?

Each country defines its own. The examples below come from each jurisdiction's official legislation, in the versions consulted, and may have been amended since. Confirm the current version with the registered agent.

For a Nevis LLC, the Registrar of Companies strikes the company off the register if the annual fee is not paid for one year or if it goes 60 days without a registered agent (art. 73, 1 and 2). For details on the Nevis LLC, see Nevis company.

On beneficial ownership transparency in the US, FinCEN reports, on a page updated on August 11, 2026, that US companies are exempt from beneficial ownership information (BOI) reporting and that only certain foreign companies registered to do business in the US must report. The rule has changed more than once, so read the FinCEN page on BOI before acting.

How do you handle the bank and the source of funds?

Each bank sets its own requirements for opening and maintaining an account, and this article does not promise any. What helps is keeping, in one place, the company's documents (incorporation, register of members, contracts) and proof of the source of the funds that enter the account. The guide to offshore bank accounts for Brazilians details the Brazilian side of this relationship, and the offshore banking service covers the follow-up.

What mistakes compromise an offshore company's good standing?

• •Not declaring the stake or the profits in Brazil. This is the most direct failure, because Law 14,754 taxes the resident controlling owner.
• •Forgetting the CBE. The threshold is USD 1,000,000.00 on December 31, and the fine can reach BRL 250,000.00.
• •Letting the registered agent lapse. For a Nevis LLC, 60 days without an agent leads to removal from the register (art. 73, 2) and, in the BVI, the company must have an agent at all times (art. 91, 1).
• •Mixing personal and company accounts. The Civil Code allows obligations to be extended to the partners' assets in case of abuse of legal personality, through misuse of purpose or commingling of assets (art. 50).
• •Ignoring the jurisdiction's substance rule. In the BVI, it depends on the activity carried out (Economic Substance Act, art. 8).
• •Counting on secrecy. Corporate records and information exchange exist; see the article on CRS.

Annual compliance checklist

1. •Confirm with the registered agent that the annual fee and the license are up to date.
2. •Update the register of members and managers, and keep the books and records for the local period.
3. •Close the financial statements and calculate the controlled entity's profit, if it falls under the classification taxed on December 31.
4. •Add up the assets abroad on December 31 and check the CBE (February 15 to April 5).
5. •Enter the stake, the profits, and the assets in the annual tax return.
6. •If the company is a foreign-owned US LLC, check Form 5472.
7. •Review whether the company's activity has changed and whether any substance rule now applies.

For a review of your structure, the compliance service is the starting point. To open or reorganize the company, see corporate structures and complete offshore setup.