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Closing the CNPJ and filing the final tax returns

Last verified: 2026-10-27 · Status: Stable

After the extinction is registered at the Junta Comercial, the company must file final ECD and ECF returns on special deadlines and ask the Receita Federal to close its CNPJ. Closure does not require being up to date with taxes, but requesting it makes partners and managers jointly liable for the period's taxes, an outdated partners' list blocks it, and from the closure date the company can no longer use its bank accounts or issue invoices.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026 (PTAX had moved from 5.0377 on 23 October to 5.5007 on 26 October). Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Days after an unfit declaration before ex officio CNPJ closure	180 daysIN RFB nº 2.119 art. 31 I, as of 2026-10-27 · in force
Days of missed mandatory returns after which a CNPJ can be declared unfit	90 daysLei nº 9.430 art. 81 I, as of 2026-10-27 · in force
Special situation ECF deadline for events from May to December	Last business day of the 3rd month after the event IN RFB nº 2.004 art. 3 § 2 II, as of 2026-10-27 · in force
Special situation ECD deadline for events from May to December	Last business day of the month after the event IN RFB nº 2.003 art. 5 § 3 II, as of 2026-10-27 · in force
Days after which closure of a micro or small company is presumed if an agency does not act	60 daysLC 123 art. 9 §§ 6 and 7, as of 2026-10-27 · in force
Liability of partners and managers when closure is requested	Joint, for taxes of the period of the taxable events Lei nº 11.598 art. 7-A § 2, as of 2026-10-27 · in force

The rule

1. When to request closure. Closure (baixa) of the CNPJ of the company or a branch must be requested immediately on extinction by the end of a voluntary, judicial or extrajudicial liquidation, by merger into another company, consolidation or total spin off, or at the end of bankruptcy proceedings. Closure takes effect from the date of the event, closing the head office closes every branch, and once granted the Receita Federal publishes a CNPJ closure certificate on its portal and the Redesim portal.Instrução Normativa RFB nº 2.119 of 6 December 2022, Art. 24 caput items I and II and §§ 1 to 3, 2022-12-06 official text · verified 2026-10-27

2. Closing with debts open is possible, at a price. Registration of the extinction at any level of government takes place regardless of whether the company, its partners or managers are up to date with tax, social security or labor obligations. Closure does not prevent taxes and penalties from being assessed or collected later, and requesting closure makes the owners, partners and managers jointly liable for the taxes of the period in which the taxable events occurred.Lei nº 11.598 of 3 December 2007, art. 7-A and Lei Complementar nº 123 of 14 December 2006, art. 9 §§ 4 and 5, both as worded by Lei Complementar nº 147 of 7 August 2014; IN RFB nº 2.119 art. 24 §§ 4 and 5, Lei nº 11.598 art. 7-A §§ 1 and 2; LC 123 art. 9; IN 2.119 art. 24 §§ 4 and 5, 2014-08-07 official text · verified 2026-10-27

3. Outdated partners' list blocks closure. An entity whose partners and managers list (QSA) is out of date cannot close its CNPJ, except for a closure by merger, consolidation or total spin off into a successor domiciled in Brazil, or the closure of a branch.Instrução Normativa RFB nº 2.119, Art. 25 and sole paragraph, 2022-12-06 official text · verified 2026-10-27

4. Life after closure. From the closure date the entity cannot take part in public tenders, sign contracts involving public funds, obtain tax or financial incentives, take credit using public funds, deal with banks (including moving accounts and investments) or issue electronic tax documents, and its e-CNPJ digital certificate loses validity. Bank accounts must therefore be emptied and closed, and last invoices issued, before the closure date.Instrução Normativa RFB nº 2.119, Art. 50 items I to VI and § 1, 2022-12-06 official text · verified 2026-10-27

5. Dormant is not closed. A CNPJ is declared unfit (inapta) when the entity fails to file mandatory returns for at least 90 days from the omission, among other cases; an unfit CNPJ not regularized within 180 days may be closed ex officio. An entity closed in the commercial registry may also be closed ex officio in the CNPJ on documents presented by current or former partners.Lei nº 9.430 of 27 December 1996, art. 81 item I as worded by Lei nº 14.195 of 26 August 2021; IN RFB nº 2.119, art. 31 items I and II and § 1, Lei nº 9.430 art. 81 I; IN 2.119 art. 31, 2021-08-26 official text · verified 2026-10-27

6. Final ECF. On extinction, merger, consolidation or spin off, the ECF (corporate income tax bookkeeping return) is due by the last business day of July of the same year if the event occurs from January to April, and by the last business day of the 3rd month after the event if it occurs from May to December.Instrução Normativa RFB nº 2.004 of 18 January 2021, Art. 3 § 2 items I and II, 2021-01-18 official text · verified 2026-10-27

7. Final ECD. In the same events the digital accounting bookkeeping (ECD) is due by the last business day of May of the same year if the event occurs from January to April, and by the last business day of the month after the event if it occurs from May to December.Instrução Normativa RFB nº 2.003 of 18 January 2021, Art. 5 § 3 items I and II, 2021-01-18 official text · verified 2026-10-27

8. Final tax computation. On extinction by the end of liquidation, the income tax base and tax due are computed on the date of that event. Partners with management powers answer for the company's taxes if it stops operating without a liquidation or without filing the return at the end of the liquidation.Lei nº 9.430, art. 1 § 2; Decreto-Lei nº 1.598 of 26 December 1977, art. 5 item V, Lei nº 9.430 art. 1 § 2; DL 1.598 art. 5 V, 1996-12-27 official text · verified 2026-10-27

9. Registry speed. An extinction act (other than those decided collegially) filed with the DREI standard instrument is registered automatically, with a formal review within 2 business days; for micro and small companies, if an agency fails to process the closure within 60 days, closure in its records is presumed.Lei nº 8.934 of 18 November 1994, art. 42 §§ 4 and 5 (added by Lei nº 13.874 of 20 September 2019); Lei Complementar nº 123, art. 9 §§ 6 and 7, Lei nº 8.934 art. 42 §§ 4 and 5; LC 123 art. 9 §§ 6 and 7, 2019-09-20 official text · verified 2026-10-27

10. The foreign parent's own CNPJ. A foreign entity registered in the CNPJ (for example to hold quotas or shares) may have its CNPJ closed at the request of its legally appointed representative when the condition requiring registration ceases for good, for example after it sells or liquidates its last Brazilian investment.Instrução Normativa RFB nº 2.119, Art. 24 § 6, 2022-12-06 official text · verified 2026-10-27

Step	Body	Rule
Register distrato or closing minutes	Junta Comercial	Civil Code art. 1.109; Lei nº 6.404 art. 216; Lei nº 8.934 art. 42 § 4
File final ECD and ECF	Receita Federal (Sped)	IN RFB nº 2.003 art. 5 § 3; IN RFB nº 2.004 art. 3 § 2
Request CNPJ closure	Receita Federal via Redesim	IN RFB nº 2.119 art. 24
Close state and municipal registrations	State tax office and city	Integrated through Redesim (Lei nº 11.598)
Close bank accounts and stop invoicing before the closure date	Banks	IN RFB nº 2.119 art. 50
Close the foreign parent's CNPJ if no longer needed	Receita Federal	IN RFB nº 2.119 art. 24 § 6

Closing sequence and who acts (rules cited above).

Worked example

A Ltda. finishes its liquidation and registers its closing minutes on 10 March 2027. Because the event falls between January and April, its final ECD is due by the last business day of May 2027 and its final ECF by the last business day of July 2027 (IN RFB nº 2.003 art. 5 § 3 I; IN RFB nº 2.004 art. 3 § 2 I). Its CNPJ closure takes effect from 10 March 2027 (IN RFB nº 2.119 art. 24 § 1); any bank balance still sitting in its account after that date is stuck behind the ban on dealing with banks (art. 50 V).
Cost: no Receita Federal fee is charged for CNPJ closure under IN RFB nº 2.119; the registry fee depends on the route (distrato exempt at JUCESP in 2026, R$273.55 or about US$51 per Ltda. minutes). The real cost is the accountant's work on the final returns.

Step by step

1. Bring the partners' list (QSA) up to date first: an outdated QSA blocks closure (IN RFB nº 2.119 art. 25).
2. Pay or settle known taxes and run the federal tax status report; closing with open debts makes partners and managers jointly liable (Lei nº 11.598 art. 7-A § 2).
3. Issue the last invoices, collect receivables, pay out and close bank accounts before the closure date (IN RFB nº 2.119 art. 50).
4. Register the extinction at the Junta Comercial using the DREI standard instrument for automatic registration (Lei nº 8.934 art. 42 § 4).
5. Compute the final tax on the extinction date (Lei nº 9.430 art. 1 § 2) and file the special situation ECD and ECF by their deadlines.
6. Request CNPJ closure through Redesim; download the closure certificate (IN RFB nº 2.119 art. 24 § 3). Check that state (ICMS) and municipal (ISS) registrations were also closed.
7. Close the foreign parent's CNPJ through its representative if it no longer holds Brazilian assets (art. 24 § 6), and keep the books with the person named in the distrato.

Common traps

Leaving the company dormant. Missed returns for 90 days make the CNPJ unfit (Lei nº 9.430 art. 81 I) and managing partners liable for taxes of a company that stopped without liquidation (DL 1.598 art. 5 V).
Closing with debts open. The registry will not stop you, but the request itself makes partners and managers jointly liable for the period's taxes (Lei nº 11.598 art. 7-A § 2), and taxes can still be assessed later (§ 1).
Money left in the bank. After closure the entity cannot move bank accounts (IN RFB nº 2.119 art. 50 V).
Outdated QSA. Former managers still listed, or a foreign partner's representative missing, will block the closure (art. 25).
Unfit after closure. A closure on request does not stop the CNPJ from being declared unfit for foreign trade irregularities (IN RFB nº 2.119 art. 42), or, for an entity found not to exist in fact or to have committed listed offenses, with retroactive effect (arts. 43 and 45).

Sources

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