Digital Bookkeeping Public System = Sistema Público de Escrituração Digital (SPED)

Electronic Invoice = Nota Fiscal Eletrônica (NF-e)

Digital Bookkeeping Public System (“Sistema Público de Escrituração Digital – SPED”)

Instituted by Decree no. 6022, published on January 22, 2007, the Digital Bookkeeping Public
System (SPED) project represents an improvement in the automation – deployment of
information technology (IT) resources – of the tax authorities-taxpayers relation, so as to ensure
that Federal, State and Municipal tax authorities will act in an integrated manner, sharing master
files and tax data, inn conformity with the law or agreement.
Above-mentioned Decree defined SPED as an instrument aimed at unifying several activities
(reception, validation, storage and certification of books and documents comprising the
accounting and tax bookkeeping of legal entities, through a single, automated flow of
information.
In summary, SPED represents a modernization of the procedures currently adopted for the
fulfillment of accessory obligations, which will be transmitted by taxpayers to administrative tax
authorities and to supervising agencies, utilizing digital certification for execution of electronic
documents, ensuring the exclusive legal validity of referred documentation’s digital form.
The SPED project is comprised of 3 main subprojects:
• Digital Accounting Bookkeeping (“Escrituração Contábil Digital – ECD”);
• Digital Tax Bookkeeping (“Escrituração Fiscal Digital – EFD”); and
• Nationwide Electronic Invoice (“Nota Fiscal Eletrônica [NF-e] Ambiente Nacional”).

SPED will help taxpayers through the simplification and streamlining of tax obligations, where
different accessory obligations required by different supervising agencies will be fulfilled by
means of one single transmission. This will enable procedures subject to control by administrative
tax authorities to be carried out on a swifter manner, reducing costs related to paper documents
storage. In addition, it will imply the electronic document being construed as the only official
document with legal validity for all purposes.
On the other hand, SPED will benefit also the administrative tax authorities, in that it will allow
administrative integration, standardized and higher-quality information, costs reduction, and
increased efficiency in supervision activities. The more efficacious examination of operations
– involving data crosschecking and electronic auditing activities – will enable tax authorities to
identify tax crimes in a prompter way.
The project will be administered by the Federal Revenue Service (“Secretaria da Receita Federal
do Brasil – RFB”), with the participation of representatives appointed by State, Federal District,
and Municipal tax authorities, and of public administration agencies and entities directly or
indirectly responsible for the regulation, normalization, control and supervision of legal entities.
The project relies on 20 institutions – public agencies, professional councils, associations, and
civil entities – that, within their respective competences, are involved in the setting of
compulsoriness, periodicity and terms for submission, through SPED system, of books and
documents required by them.

Only public agencies, professional councils, associations, and civil entities the identity of which
is confirmed through digital certification issued in their names by certifying authorities
comprising the Brazilian Public Keys Infrastructure (“Infra-Estrutura de Chaves Públicas
Brasileiras – ICP-Brasil”) will be given access to SPED’s nationwide environment. Legal entities
will also be granted access, but solely in relation to information they transmitted to SPED.

As per provisions of Cooperation Covenant (“Protocolo de Cooperação”) no. 2/2005, executed
during the National Meeting of Administrative Tax Authorities (“Encontro Nacional de
Administradores Tributários”), the following assumptions will be observed in the development
of SPED system, among others to be agreed-upon by and between project participants:
• databases will be shared by administrative tax authorities;
• reciprocity with regard to acceptance of the legislation enacted by each signatory agency, with
respect to accounting and tax books;
• legal validity of accounting and tax books in digital media, implying taxpayers being released
from the obligation to complete and maintain books and documents in paper;
• elimination of information redundancy, through standardization and simplification of accessory
obligations; and
• observance of secrecy in respect to taxpayers’ data, pursuant to provisions of the National Tax
Code (“Código Tributário Nacional – CTN”).
The effective participation of taxpayers in the definition of means to ensure compliance with
accessory tax obligations set forth in the tax legislations will result in a contribution for the
improvement of referred instruments, the social legitimacy degree of which will be rendered
increased.
In summary, SPED project is aimed at ensuring that Brazilian legal entities will enjoy a better
business environment, as well as that each taxpayer’s environment will suffer as little interference as
possible from the tax authorities. Even competition between legal entities is likely to be increased,
since the system will not only enable tax authorities to better withstand unfair competition, but also
enable taxpayers to improve internal process related to billing and operating logistics.

Digital Accounting Bookkeeping (“Escrituração Contábil Digital – ECD”)

Decree no. 6022/07 establishes that legal entities shall submit any documentation comprising
their accounting bookkeeping through magnetic files. The Journal and the General Ledger shall
be digitally completed, and shall substitute for accounting books issued in paper. Validation of
accounting books shall maintain the same periodicity currently observed.
RFB authorities have instituted, through Regulatory Instruction (IN) no. 787/07, the so-called
Digital Accounting Bookkeeping (“ECD”) for both tax and social security purposes. Accordingly,
ECD bookkeeping shall comprise the digital version of the following:
I – Journal and subsidiary ledgers, if any;
II – General Ledger and subsidiary ledgers, if any; and
III – Daily Trial Balances, Balance Sheets, and entry cards that substantiate entries posted to
books, trial balances and balance sheets.

As per article 2 of Decree no. 6022/07, the following entities are obliged to adopt the ECD
bookkeeping in relation to accounting events taking place as from:
I – January 1, 2008 – in conformity with Ordinance (“Portaria”) no. 11211, of
November/7/2007, legal entities subject to economic/tax scrutiny and subject to
Corporate Income Tax (“IRPJ”) based on the so-called Taxable Profit (“Lucro Real”)
taxation regime; and
II – January 1, 2009 – other legal entities subject to IRPJ tax based on the Taxable Profit taxation
regime.
The solution encompasses federal and state tax authorities (as well as municipal tax authorities in
the future), National Department of Trade Registry (“Departamento Nacional de Registro de
Comércio – DNRC”), Brazilian Federal Accountants Board (“Conselho Federal de
Contabilidade – CFC”), Central Bank of Brazil (“Bacen”), Private Insurance Regulating Agency
(“Superintendência de Seguros Privados – SUSEP”), Securities and Exchange Commission
(“Comissão de Valores Mobiliários – CVM”), and taxpayers that will provide information for the
creation of databases.
In order to render execution of the Accounting SPED feasible, a software will be developed for
the validation and transmission of legal entities’ accounting bookkeeping. The legal entity’s
bookkeeping – following the Journal’s and General Ledger’s layouts – and financial statements
will be disclosed in the screen.
Once digitally signed by the legal entity’s representative and by the responsible accountant, the
magnetic file shall be transmitted to SPED. The program will also allow the contents of
accounting bookkeeping to be digitally signed by the pertinent persons.
SPED will make available to the corresponding Board of Trade (“Junta Comercial”) all
information required for the validation of the accounting book thus transmitted. Once the Board
of Trade carried out the necessary steps to validate the book, information respecting such
validation will be supplied to the person in charge of the SPED bookkeeping, through the
Internet.
Lastly, SPED will store the legal entity’s accounting bookkeeping in a database, which will be
shared with other public agencies, e.g., Federal Revenue Service, State Finance Secretariats,
Bacen.
However, access to information organized in SPED system shall be shared between its user,
within the limits of their respective competences and with due regard to legislation governing the
confidentiality of commercial and tax information.
Given the need to unify the layout of files containing accounting data, the Brazilian Federal
Accountants Board (CFC) enacted Resolution no. 1078/06, which revoked CFC’s Resolution
no. 1061/05 and set forth the Brazilian Layout of Digital Accounting. Additionally, RFB’s IN
no. 787/07 approved the Orientation Manual for ECD’s Layout (“Manual de Orientação do
Leiaute da ECD”) comprised in that IN’s Sole Annex.

Thus, legal entities subject to IRPJ tax under the Taxable Profit taxation regime are obliged to
issue ECD as from January/2009, the filing of which is set for the last workday of June/2010.
However, on an exceptional basis, legal entities subject to economic/tax scrutiny – as per
provisions of RFB’s Ordinance no. 55/04, reworded by RFB’ Ordinance no. 1224/06 – are
obliged to issue ECD as from January/2008, the filing of which is set for the last workday of
June/2009.
Failure to file ECD by the last workday of June of the following year will imply a five thousand
Brazilian reais (R$ 5,000.00) fine being imposed for each month of delay or fraction thereof.
We stress that, in the event of extinction, split off, split up, or merger, the ECD shall be filed by
the involved legal entities up to the last workday of the month following the one in which the
event took place.

Digital Tax Bookkeeping (“Escrituração Fiscal Digital – EFD”)

The so-called Digital Tax Bookkeeping (“EFD”) comprises the issuance/registration of tax
documents, the computation of tax bases relating to operations and provision of services carried
out by the taxpayer, as well as other information required by state and federal tax authorities.
EFD bookkeeping encompasses the following tax books: Input Registry, Output Registry, State
Value-added Tax (ICMS) Tax Computation Registry, Federal Value-added Tax (IPI) Tax
Computation Registry, and Inventory Registry.
As from its implementation, legal entities that adopt EFD bookkeeping will be released from the
obligation to file their Integrated Corporate Taxes and Financial Information Return
(“Declaração Integrada de Informações Econômico-Fiscais da Pessoa Jurídica – DIPJ”) and to
comply with other accessory obligations relating to federal levies, such as IPI tax and
contributions to Social Integration Program (PIS) and Social Security Funding (Cofins), among
others. Thus, compliance with respect to the DIPJ return and other tax statements will be
simplified to referred taxpayers.
The following accessory obligations will be incorporated into EFD bookkeeping:
• ICMS information;
• IPI information disclosed in the DIPJ return;
• details of IPI credits’ origin in the Electronic Application for Tax Refund or Repayment and
Tax Offsetting Statement (“Pedido Eletrônico de Restituição ou Ressarcimento e Declaração
de Compensação – PER/DComp”), in the event of IPI refund or repayment;
• submission of data in digital files to the Collection Integrated System (“Sistema Integrado de
Coleta”);
• Statement of Invoices;
• Statement of IPI Deemed Credit
• Statement of Exports;
• Special Statement of Tax Information (“Declaração Especial de Informações Fiscais – DIF”)
relating to beverages, cigarettes and exempt paper;
• digital files relating to products classified in Chapter 33 of the IPI Tax Table (accessory
obligation imposed on manufacturers of personal hygiene products, cosmetics, and perfumes,
who realize gross revenues of at least one hundred million Brazilian reais (R$ l00,000,000.00)
from the sale of such products;
• files containing monthly trial balances – referred to as ‘4010’ – required to be filed with Bacen
authorities by financial institutions;
• files containing financial information – referred to as ‘Quarterly Information
Statements (“Informações Trimestrais – ITRs”)’ – required to be filed with CVM authorities;
and
• files containing monthly trial balances of insurance companies, required to be filed with
SUSEP authorities.
The taxpayer shall maintain separate EFD bookkeeping for each of its establishment. The digital
file shall contain information pertaining to each tax-computation period and shall be generated
and safely kept for the term set forth in the tax legislation enacted by each State and by federal
government.
Act no. 11/07, enacted by the ICMS Permanent Technical Commission (“Comissão Técnica
Permanente do ICMS – COTEPE/ICMS”), defined the tax documents – and the technical
specifications of the layout of EFD digital files that shall contain tax information -, as well as any
other information that might impact computation, payment, or collection of taxes imposed by tax
authorities participating in SPED.
Adoption of EFD bookkeeping will be compulsory to ICMS and IPI taxpayers as from January 1,
2009.

Electronic Invoice (“Nota Fiscal Eletrônica – NF-e”)

[singlepic id=13 w=90 h=70 float=left] The Electronic Invoice (“Nota Fiscal Eletrônica – NF-e”) is a document – to be issued and stored
by electronic means and the nature of which is exclusively digital – aimed at supporting any
operation involving the circulation of goods or the provision of services carried out between the
parties, the legal validity of which will be ensured by the digital signature of the issuing entity
and the corresponding authorization for utilization of NF-e granted by the tax authority prior to
occurrence of the tax-triggering event.
The NF-e will correspond to a digital document that satisfies all requirements of prevailing
legislation and will be rendered certified by means of the digital signature of the issuer, as defined
by the Certifying Authority accredited by ICP-Brasil.
The taxpayer shall apply to the pertinent State Treasury Secretariat (Sefaz) for its enrollment in
the project and authorization for issuance of NF-e. Sefaz authorities will perform a critical
analysis of the application based on the taxpayer’s master file, its economic/tax data, and tax
payments made.
The NF-e file shall observe the layout set forth in specific legislation and shall contain a ‘numeric
code’ obtained through an algorithm supplied by the administrative tax authorities, which will
comprise – together with the issuer’s Federal Taxpayer Identification Number (CNPJ) and the
NF-e’s number – the ‘access key’ for identification of the NF-e.
The NF-e will be transmitted to Sefaz and might not be altered, save circumstances where the
corresponding goods have not circulated and the alteration is made within 12 hours from the
NF-e’s issuance.
Sefaz and RFB authorities will make the NF-e available to the addressee and to other parties
deemed legally involved, provided they have the access key to the electronic document.
In summary, the issuer of the NF-e will transmit the document to Sefaz, the latter will perform a
pre-validation of the document and will provide the issuer a reception statement (Authorization
for Utilization). Circulation of goods will not be allowed if referred Authorization has not been
granted by the competent Sefaz.
The so-called NF-e Auxiliary Document (“Documento Auxiliar da Nota Fiscal
Eletrônica – DANFE”), a simplified graphic representation of the NF-e, will be issued to support
the circulation of the goods. The DANFE will be printed in one single sheet and shall contain: (i)
the NF-e’s access key (for consultation within the RFB’s or the Sefaz’s site in the Internet); and
(ii) a two-dimensional bar code to help tax agencies to recover and confirm information with
respect to the NF-e.
In situations where the NF-e’s addressee is not an NF-e issuer, it will complete its own books
based on data disclosed in the DANFE. The validity of records thus posted to the addressee’s
books will depend on the effective existence of the NF-e in the files kept by the tax authorities
involved in the process, as evidenced by the issuance of the corresponding Authorization for
Utilization.
In addition to the Sefaz with jurisdiction over its issuer, the NF-e will be transmitted to RFB – that
will function as nationwide repository of NF-es -, to the Sefaz with jurisdiction over the
addressee, in the event of interstate operations; and to the Manaus Free Trade Zone Regulating
Agency (“Superintendência da Zona Franca de Manaus – Suframa”), in the event of goods
shipped to addressees located in areas covered by tax incentives.
At present, a research for large taxpayers is being conducted as part of SPED’s pilot project.
Also, the SPED system’s supporting software and a simulator program that will allow testing the
capability of receiving NF-e files are currently being developed. It is expected that the project
will encompass all other taxpayers in a short time.