Beware of Opening Multiple CNPJs: How Good Tax Planning Can Save Your E-commerce Business

For many e-commerce businesses, the Simples Nacional (simplified tax regime for small and medium-sized businesses) offers attractive tax advantages, such as reduced rates and less bureaucracy. However, as the business grows, some choose to open new CNPJs (National Registry of Legal Entities numbers) to stay within the regime, believing this is the solution to avoid being removed from Simples Nacional. This practice, known as simulação (simulation, i.e., a sham arrangement to disguise the real economic situation), can lead to serious complications. In fact, the safest and most efficient way to deal with rising revenue is well-structured tax planning.

Simples Nacional and E-commerce: The Growth Challenge

Simples Nacional is a simplified regime that allows small and medium-sized businesses to pay their taxes in a unified way, at lower rates. For e-commerce businesses, which generally operate with tight profit margins and need agility, the regime offers a clear advantage. The problem arises when revenue starts approaching the sublimit of R$ 3,600,000.00 over the previous twelve months, since from that point on, ICMS (state value-added tax on goods and services) must be collected separately from Simples Nacional. At this stage, the company needs to consider transitioning to a different tax regime.

Why Is Opening New CNPJs Risky?

Opening several CNPJs to carry out the same activity with the goal of remaining in Simples Nacional is considered a simulação (sham arrangement). Tax authorities consider this practice illegal because, even though each CNPJ reports its revenue separately, all these companies are part of the same economic group and perform the same function. Upon identifying this simulation, the Brazilian Federal Revenue Service (Receita Federal) can apply a series of penalties, including:

Combined revenue calculation: The revenue of all the companies will be added together, and if it exceeds the Simples Nacional limit, all of them will be removed from the regime.

Retroactive tax collection: The taxes owed will be recalculated outside the simplified regime, generating a substantial tax debt.

Heavy fines: In addition to the taxes owed, the company will be subject to a fine that can reach 100% of the tax due, which can seriously jeopardize the business's financial health.

The Solution? Tax Planning!

If your e-commerce business is growing and exceeding the Simples Nacional limit, the best strategy is not to open a new CNPJ. The smarter and safer path is to invest in tax planning. This solution allows you to keep growing, but in a legal and efficient way, without running the risk of a tax assessment.

Benefits of Tax Planning

Tax planning involves a detailed study of the company's operations, seeking legal alternatives to minimize the tax burden. For e-commerce businesses, this can include:

Choosing the appropriate tax regime: If revenue is growing, it may be time to migrate to Lucro Presumido (deemed profit regime) or Lucro Real (actual profit regime), depending on the characteristics of the business.

Corporate restructuring: Strategically structuring the company can help optimize taxation and avoid risks.

Use of tax incentives: Some e-commerce operations may benefit from regional tax incentives or incentives specific to certain activities.

Well-executed planning not only avoids problems with tax authorities but can also generate significant savings over time.

For e-commerce businesses, opening multiple CNPJs with the goal of remaining in Simples Nacional may seem like an easy solution, but in fact, it is a simulation practice that can bring serious consequences. The best way to ensure sustainable business growth is to invest in tax planning that complies with the law and allows the company to remain competitive in the market.