Tax Clearance Certificates in Brazil (CND): What They Are and How to Keep Them

Sooner or later, someone asks a Brazilian subsidiary for its tax clearance certificate: a public customer before signing a contract, a bank before a loan, a buyer during due diligence. The certificate is issued online in minutes when everything is in order, and cannot be issued at all when it is not. The problem is that a missing return or a small unpaid difference, often unknown to headquarters, is enough to block it. This guide explains the certificates a company in Brazil may need, what blocks them and how to keep them available.

The main certificates

Negative or positive with negative effect

The federal certificate comes in three forms:

• Negative (CND): no pending debts or obligations.
• Positive with the effects of a negative (CPEND): there are debts, but they are not yet due, are guaranteed by a seizure in tax enforcement, or have their enforceability suspended. It has the same legal effect as a negative certificate (National Tax Code, article 206).
• Positive: there are enforceable debts or pending obligations. It does not prove regularity.

Enforceability is suspended, among other cases, by an administrative appeal, a full judicial deposit, a court injunction or an installment plan. Since 2026, Complementary Law 236/2026 has added to the list an accepted tax settlement proposal (transação), mediation agreements, tax arbitration and accepted performance bonds or guarantees in tax enforcement. In practice, a company with a disputed or negotiated debt can usually keep a CPEND, which is enough for most purposes.

What blocks the federal certificate

According to the Federal Revenue, the most common reasons are:

• returns or digital books not filed;
• taxes not paid, or paid short;
• inconsistencies in reporting obligations, such as amounts declared but not paid;
• installment plans or fines in arrears;
• outdated registration data.

Because federal returns are cross-checked automatically, a single month of missing DCTFWeb, a payroll return with a difference, or a tax code entered wrongly on a payment can generate a pending item. Once fixed through the Federal Revenue’s debts and pending items channel, the certificate is usually released within a few days, or longer when a manual review is needed. See monthly tax compliance in Brazil.

Where certificates are required

• Public tenders and contracts: bidders must prove federal, state or municipal tax regularity, social security and FGTS regularity and the absence of labor debts (Law 14,133/2021, article 68), and keep those conditions throughout the contract; the authority checks them before signing or extending a contract.
• Public funding and incentives: under the Constitution, a company in debt with the social security system cannot contract with public authorities or receive tax or credit benefits or incentives from them (article 195, paragraph 3). Public banks and incentive programs check certificates.
• Private transactions: buyers, lenders and large customers commonly ask for certificates in due diligence and onboarding (see buying a company in Brazil).
• Corporate registrations: since 2014, registering incorporation, amendments and closures with the Commercial Registry and other bodies does not depend on tax, social security or labor regularity, although liability for any debts remains (see closing a subsidiary in Brazil).

Fixing debts: installments and settlements

• Ordinary installment plan: federal debts can be paid in up to 60 monthly installments (Law 10,522/2002, article 10).
• Tax settlement (transação): under Law 13,988/2020, the PGFN and the Federal Revenue offer settlements by adhesion or individual proposal, with discounts of up to 65% of the total and terms of up to 120 months in the general rules, depending on the debt’s recoverability.

Both suspend enforceability and allow a positive certificate with the effect of a negative one while payments are up to date.

How to keep certificates available

1. Check the federal tax situation report every month. The Federal Revenue’s report on pending items (in e-CAC) shows what is blocking the certificate before anyone asks for it.
2. Issue the certificates on a schedule, for example monthly, and keep the latest copies on file for customers, banks and headquarters.
3. Close the month properly: reconcile taxes declared and paid, and file every return, including those with no activity.
4. Treat notices immediately: small differences become blockers quickly.
5. Use the right tool for real debts: appeal, deposit, installments or settlement, so the company keeps a positive certificate with negative effect.

How Solidy can help

Solidy already serves subsidiaries of multinational companies in Brazil. Our tax compliance team monitors the federal, state and municipal situation of each entity every month, resolves pending items, issues certificates and reports their status to headquarters. See our tax compliance service or talk to our consultants.