Importers with three companies: when does separating operations make sense?
Understand the criteria for governance and risk management for separating import and distribution operations from the perspective of economic substance and legal compliance.
The separation of an import operation into multiple business units makes sense when there is a clear distinction of risks, assets, and economic functions between importing, distribution, and service provision. In an analysis referencing November 2026, the technical viability of maintaining different CNPJs (Cadastro Nacional da Pessoa Jurídica - National Registry of Legal Entities) depends strictly on the economic substance of each entity, avoiding the artificial fragmentation of revenues and maintaining strict compliance with Lei Complementar 123/2006 (Supplementary Law 123/2006) and the Código Civil (Civil Code).
This article is for informational purposes only and does not constitute individualized legal or tax advice. Structural decisions must be preceded by specific technical analysis for the concrete case.
Scenario for importers and the multiplicity of CNPJs
The structure of an importer requires a deep analysis of the segregation of activities. Having more than one CNPJ should not be a concealment strategy, but a corporate governance tool. The separation can occur, for example, across three functional fronts: the importing company (focused on customs clearance and compliance), the distributor (focused on logistics and sales capillarity), and the service provider (focused on technical assistance or specialized consulting). There is no absolute rule that determines exactly three companies; the structure must reflect the operational reality.
According to the guidelines of the Manual de Despacho de Importação (Import Clearance Manual) of the Receita Federal (Federal Revenue Service), tax and customs liability is rigorous. Therefore, separating the import activity from the retail activity can be a strategy to isolate distinct operational risks. However, this division must be supported by the Código Civil (Law 10,406/2002), respecting the autonomy of legal personalities. The absence of real autonomy may constitute confusion of assets (confusão patrimonial), as per article 50 of the aforementioned law.
Criteria for the separation of operations
The decision to decentralize an operation into multiple companies must pass through technical criteria. The first criterion is functional specialization. A company purely focused on importing deals with international contracts, foreign exchange, and complex customs legislation. Separation can organize risks, but it does not remove legal responsibilities, cross-guarantees, succession, or piercing of the corporate veil when its requirements are present.
The second criterion is risk management and financing. Financial institutions assess risks differently for trading companies and for pure logistics companies. Having separate balance sheets allows each business unit to seek capital resources appropriate to its cash flow profile and guarantees. Learn more about limit management at empresas do grupo regimes tributários limites.
Governance and the Tax Reform
In 2026, CBS (Contribuição sobre Bens e Serviços) and IBS (Imposto sobre Bens e Serviços) are in the testing and adaptation phase, with collection waivers conditioned on the applicable obligations and hypotheses. This phase should not be interpreted as full billing or automatically usable credits. Simples Nacional options for the regular IBS/CBS regime must respect their own calendar and the production of effects in 2027. The choice of Lucro Real (Actual Profit) or Lucro Presumido (Presumed Profit) for IRPJ/CSLL must be evaluated separately from the rules for consumption credits.
Structuring: Import, Distribution, and Services
The Import Operation
This entity focuses on customs clearance and relationships with foreign suppliers. It holds the RADAR (Registro e Rastreamento da Atuação dos Intervenientes Aduaneiros) qualification and is the technical party responsible before the Receita Federal. The central focus is customs compliance and the management of international contracts.
The Distribution Operation
Responsible for sales in the domestic market. Separating it allows for more efficient inventory and logistics management, with key performance indicators (KPIs) geared toward sales. The relationship between the importer and the distributor must be governed by real purchase and sale contracts and prices consistent with the market.
The Service Unit
A unit for after-sales services or technical consulting allows labor management and service provision to be managed independently. However, it is forbidden to create a service company or use the Simples Nacional solely for the allocation of employees with the intent of reducing social security contributions without real and autonomous service provision. See control details at importadora distribuidora estrutura fiscal controles.
Risks of artificial fragmentation and common errors
A critical error in the expansion of an economic group is the creation of CNPJs solely to split revenue so as not to exceed tax classification limits (such as the Simples Nacional ceiling). Enforcement may examine simulation, omission, and legal responsibilities. Sharing an address or personnel does not automatically satisfy the requirements for civil piercing of the corporate veil: it is necessary to evaluate the facts and the applicable norm.
The lack of intercompany contracts is another high risk. If the importer transfers resources to the distributor without defining the nature of the transfer, documenting the link, and verifying the applicable tax treatment, or if they share infrastructure without a formalized expense apportionment, the risk of assessment for confusion of assets is latent, as per the parameters of the Código Civil.
Checklist
FAQ
What is the difference between Lucro Real and Lucro Presumido for importers?
Lucro Real and Presumido have different bases for IRPJ/CSLL. The obligation for Real depends on all legal hypotheses; import credits must be analyzed by tax and are not equivalent to deductible expenses. The regular IBS/CBS regime does not result automatically from the income option.
How does the Tax Reform affect groups with companies in the Simples Nacional?
Starting in 2026, companies in the Simples Nacional will face a model where the IBS and CBS credit passed to customers may be lower than that of companies in regular regimes, unless they opt for the collection of these new taxes through the regular regime (outside the DAS - Documento de Arrecadação do Simples Nacional). This directly impacts competitiveness in B2B operations between companies of the same group.
Does having multiple companies increase compliance costs?
Yes. Each new CNPJ implies maintaining its own accounting books, submitting specific ancillary obligations (such as EFD and future IBS/CBS guides), and managing intercompany contracts. The benefit of separation (whether logistical, legal, or managerial) must outweigh this additional administrative cost.
Next steps
To evaluate the restructuring of a foreign trade operation, it is recommended to perform a process audit to identify the demarcation of obligations for each stage of the business. The analysis must ensure that governance is aligned with Receita Federal requirements and that there is no fictitious interdependence. If you need support in analyzing asset and corporate risks, get in touch at Fale sobre sua operação.
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