THE PLURALITY OF LEGAL REGIMES GOVERNING OFFSHORE COMPANIES IN LIGHT OF CVM RESOLUTION NO. 245/2026

André Bezerra Meireles

Attorney and International Consultant. International Law Professor.

Introduction

The expansion of cross-border economic activity has made the use of offshore corporate structures a recurring feature of contemporary wealth management and business organization. A holding company incorporated in the British Virgin Islands, a trust established in Jersey, or a limited liability company formed in Delaware are not, in themselves, indicators of unlawful conduct; they are legal instruments recognized by the jurisdictions that create them and, in principle, entitled to have their existence and validity respected by other legal orders under the private international law rules that each state applies. The controversy that surrounds these structures in Brazilian public debate does not stem from their existence, but from the layers of regulation that increasingly surround them: tax rules on controlled foreign corporations, international standards on beneficial ownership disclosure, and, more recently, capital markets regulation aimed at anti-money laundering and counter-terrorist financing compliance. Understanding how these layers interact, and where each one's boundaries lie, is essential to evaluating whether the use of an international corporate structure is lawful, and under what conditions its lawful use may still trigger enhanced scrutiny from Brazilian regulators.

This article examines that interaction from four complementary angles. It begins by situating international corporate structures within the broader phenomenon of cross-border economic relations and the legal problems these relations raise. It then turns to the private international law question of which law governs the existence, capacity, and internal organization of a foreign company, that is, its lex societatis, and how Brazilian law approaches that question. From there, the analysis addresses a distinct but related question: the tax residence of the individual who controls the foreign structure, since Brazilian tax law reaches controlled foreign corporations regardless of where they are incorporated. A further section considers international tax law as a normative layer of its own, one that may disregard the tax benefits of an otherwise validly constituted structure when its principal purpose was to obtain those benefits artificially. The article then addresses the anti-money laundering and counter-terrorist financing framework applicable to international corporate structures, with particular attention to CVM Resolution No. 245/2026 and the enhanced due diligence obligations it introduces. A final substantive section situates beneficial ownership and international cooperation as a transversal theme that runs across all of the preceding layers, before the conclusion draws these strands together.

An international corporate structure may be entirely valid under the law that created it, and its controller may be in full compliance with Brazilian tax law, and the structure may nonetheless be subject to enhanced due diligence, to the disregard of treaty benefits, or to disclosure obligations imposed by rules that have nothing to do with the validity of its incorporation. These are not contradictory outcomes. They reflect the fact that an international corporate structure sits, simultaneously, within several independent legal regimes, each of which evaluates it according to its own criteria and for its own purposes.

1. International Economic Relations and Their Legal Implications

The intensification of cross-border trade, investment, and asset management has multiplied the situations in which a single set of economic facts, an individual's wealth, a family's succession planning, a company's operations, touches more than one legal order at once. A Brazilian resident who holds shares in a foreign company, who receives income from abroad, or who structures the ownership of assets through a vehicle incorporated outside Brazil is simultaneously subject to the law of the jurisdiction where that vehicle was formed and to the Brazilian rules that reach Brazilian residents regardless of where their assets are held. This coexistence of legal orders is not a peculiarity of offshore structures; it is a general feature of private international law, which has long developed rules, connecting factors, for determining which law governs which aspect of a cross-border relationship.

What is distinctive about international corporate structures is the number of connecting factors that a single structure can activate at once. The law of incorporation governs the company's existence and internal organization. The tax residence of its controller determines whether Brazilian tax law reaches the income the structure generates. International tax treaties, when applicable, determine whether the benefits those treaties grant may be claimed, and increasingly condition that claim on the structure's economic substance and principal purpose. Anti-money laundering and counter-terrorist financing rules, finally, apply irrespective of any of the foregoing, because they exist to prevent illicit flows rather than to allocate tax jurisdiction or determine corporate validity. A structure that is unimpeachable under three of these regimes may still fail the fourth, and it is precisely this layered character that the remainder of this article sets out to map.

2. The Lex Societatis: The Legal Regime of the Jurisdiction of Incorporation

The question of which legal order governs the very existence of the company is answered by the principle of lex societatis, one of the pillars of the private international law of business associations. Under this principle, the company's legal personality, its incorporation, capacity, internal organization, corporate governance, management bodies, the liability of directors and shareholders, and its procedures for corporate reorganization, merger, absorption, spin-off, liquidation, and dissolution are all governed by the law of the jurisdiction under whose authority the company was validly incorporated.

This is an indispensable requirement for the security of international business relations: if every country could freely regulate the legal personality of a foreign company merely because it conducts business within its territory, the stability of international economic relations would become unworkable. Predictability requires that a single legal order be responsible for defining when a company comes into existence, what its governing bodies are, what powers its directors hold, and what procedures must be followed for its eventual dissolution. For this reason, legal personality follows the law that created the company, not the shareholders who control it: if two Brazilian investors incorporate a holding company in the British Virgin Islands, that company remains a British Virgin Islands company even if none of its shareholders resides in that territory and no economic activity is carried out there.

The lex societatis also governs share capital and the liability of directors, encompassing fiduciary duties, the duty of care, the duty of loyalty, conflicts of interest, and grounds for removal, without prejudice to other countries imposing additional liabilities where there are tax, regulatory, or criminal consequences within their respective territories. Once again, different legal orders coexist without necessarily competing for authority over the same subject matter; each regulates a specific dimension of the company's activity.

In the British Virgin Islands, the BVI Business Companies Act governs everything from the incorporation to the dissolution of so-called BVI Business Companies, regulating the company's powers, the limited liability of members, the issuance of shares, mergers, continuations, and liquidation, with considerable contractual flexibility and reduced corporate formalities. In the Cayman Islands, the Companies Act performs a similar function, governing the incorporation of companies, shareholder rights, administrative structure, the maintenance of corporate records, and dissolution procedures, with a strong orientation toward investment funds and special purpose vehicles (SPVs). In the United Arab Emirates, Federal Decree-Law No. 32 of 2021 on Commercial Companies sets out the general rules applicable to commercial companies, coexisting with the specific regimes of the various Free Zones designed to attract international investment.

Despite its centrality, the lex societatis does not govern all of the economic consequences arising from a company's activity. It does not determine, for example, which state may tax the profits attributed to a controller resident in another country; it does not regulate the application of the foreign exchange rules of the investor's state of residence; it does not displace the real estate legislation of the country where the company holds property; it does not set aside the banking rules of the jurisdiction where it maintains accounts; and it does not eliminate reporting obligations owed to foreign tax authorities. In short, corporate law governs the company's internal life, that is, who may incorporate it, the political and economic rights of shareholders, and the quorums required for corporate decisions, but it does not determine who will tax its profits, which country will require information on beneficial owners, or which rules will govern the international distribution of dividends. It is precisely this limitation that reveals why the international company cannot be understood through the lens of exclusive legislative competence: the lex societatis constitutes only the first normative layer.

Over the past two decades, international bodies have come to directly influence legislative reforms in these jurisdictions. The BVI Business Companies Act has undergone successive amendments intended to incorporate requirements for maintaining financial records, identifying beneficial owners, and cooperating internationally with regulators. In the Cayman Islands, the traditionally high degree of confidentiality has given way to beneficial ownership registers, economic substance rules, and greater cooperation with foreign authorities, under the influence of OECD and FATF recommendations. The United Arab Emirates, for its part, introduced, through Federal Decree-Law No. 47 of 2022, a federal corporate tax aligned with OECD standards.

Therefore, even the first normative layer of the international company can no longer be understood from a purely domestic perspective: it engages continuously with international compliance and governance standards, to which Section 6 will return. However, the valid incorporation of the foreign company does not, by itself, alter the legal status of its shareholders before their respective states of residence, which leads to the second normative layer.

3. The Controller's State of Tax Residence

The valid incorporation of a company abroad does not sever the legal ties between its shareholders and the state where they maintain tax residence. Legal personality belongs to the state of incorporation, and tax residence belongs to the individual or controlling legal entity; these are distinct ties, governed by equally distinct legal grounds. A company may remain validly incorporated in the Cayman Islands, the British Virgin Islands, or the United Arab Emirates, while its controller remains fully subject to the tax, foreign exchange, and reporting rules of its state of residence. The internationalization of the company does not automatically internationalize the investor's tax residence.

Under Brazilian law, the National Tax Code (Código Tributário Nacional) sets out the general rules structuring the exercise of tax jurisdiction. This structure was significantly expanded by Law No. 14,754, of December 12, 2023, which substantially altered the taxation of financial investments held abroad and of entities controlled by individuals resident in Brazil, incorporating into domestic law mechanisms inspired by Controlled Foreign Company (CFC) rules. The law did not declare the use of offshore companies unlawful, nor did it prohibit their incorporation; its purpose was to reduce the indefinite deferral of taxation on income earned by controlled foreign entities, bringing the Brazilian system closer to international guidelines on combating base erosion.

This methodological shift is significant: the question is no longer "where is the company located?" but rather "who economically controls it, and where does that controller maintain tax residence?" The company remains foreign, and its legal personality remains subject to the corporate law of the jurisdiction of incorporation. However, certain economic effects it produces come to generate tax consequences for the controller resident in Brazil, under the criteria of domestic law, an approach also adopted by RFB Normative Instruction No. 2,180, of March 10, 2024, issued by the Brazilian Federal Revenue Service to regulate that law.

Tax residence also produces effects beyond the scope of income tax. It gives rise to reporting duties, such as the Declaration of Brazilian Capital Abroad (Declaração de Capitais Brasileiros no Exterior, DCBE), administered by the Central Bank of Brazil, whose purpose, directed at producing macroeconomic statistics and monitoring capital flows, is distinct from tax enforcement, but whose noncompliance can lead to significant administrative consequences.

There is no overlap of jurisdiction here between the lex societatis and the tax law of the state of residence, but rather a functional distribution of responsibilities: while the former governs the company's existence, the latter governs the legal duties of its controllers. The most common error in international estate and wealth planning lies in assuming that the choice of jurisdiction of incorporation is sufficient to redefine the entire legal framework of the arrangement, when in reality it alters only the company's corporate regime, while the controller's tax, foreign exchange, and regulatory ties remain determined by the law of its tax residence.

4. International Tax Law as a Third Normative Layer

The coexistence between the lex societatis and the law of the controller's state of tax residence is sufficient to explain why a single company is subject to two distinct legal orders. It does not explain, however, what happens when more than one state seeks, simultaneously and with equal legitimacy, to tax the same income, a situation common whenever a company incorporated in a given jurisdiction generates income originating in a third country and benefits a controller resident in a fourth state. This is the proper subject matter of international tax law, whose function is not to assign exclusive jurisdiction to a single state, but to coordinate the simultaneous exercise of legitimate, overlapping tax jurisdictions.

While corporate law adopts the state of incorporation as its connecting factor, international tax law works with its own criteria: the taxpayer's tax residence, the location of the source producing the income, and the existence of a permanent establishment through which economic activity is carried out in foreign territory. Because the state of residence and the source state frequently claim, each on legitimate grounds, the right to tax the same income, double taxation treaties play a coordinating role: they allocate among the contracting states the authority to tax each category of income, including dividends, interest, royalties, capital gains, and the profits of permanent establishments, and they provide methods for eliminating any remaining double taxation, whether by exemption or tax credit.

Nearly the entire global network of bilateral double taxation treaties follows, with occasional variations, the structure of the OECD Model Convention on Income and Capital, which offers uniform definitions of residence and permanent establishment, distributive rules for each category of income, and tie-breaker rules for cases of dual residence. Although Brazil is not an OECD member, a substantial part of its network of double taxation treaties engages with that model, which explains why analyzing a structure involving a Brazilian controller and a foreign company frequently requires reading Brazilian domestic law together with any applicable treaty.

Beginning in 2013, the OECD and the G20 conducted the Base Erosion and Profit Shifting Project, known as BEPS, aimed at addressing strategies that exploit gaps and mismatches between national tax systems to artificially shift profits to jurisdictions of low or no taxation, decoupling the location of taxable income from the location of the economic activity that generated it. Because most of the measures recommended by the BEPS Project depended on amendments to thousands of pre-existing bilateral treaties, the OECD developed the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting, known as the Multilateral Instrument or MLI, signed on June 7, 2017 and in force, for its first signatories, since July 1, 2018, allowing a broad set of covered treaties to be modified simultaneously, without the need for individual bilateral renegotiation. Among its measures most relevant to offshore structures is the principal purpose test, which denies treaty benefits where obtaining them is found to have been one of the principal purposes of a given arrangement, along with rules designed to prevent the artificial avoidance of permanent establishment status.

Brazil, specifically, signed the MLI only on October 20, 2025. As of this writing, the instrument does not yet produce effects within the Brazilian legal order, since approval by the National Congress and the deposit of the instrument of ratification with the OECD remain pending, without which the MLI's modifications do not reach the Brazilian treaties it covers. However, this does not mean that structures with a Brazilian controller are immune to this type of scrutiny, since anti-avoidance clauses serving a purpose analogous to the principal purpose test already appear in bilateral protocols recently renegotiated by Brazil, independently of the MLI. This distinction matters because this body of rules shifts the inquiry beyond the mere formal validity of a company's incorporation: a holding company duly incorporated in a given jurisdiction may, under this paradigm, have the benefits of a double taxation treaty denied by the tax administration of one of the states involved, if it is concluded that its interposition had as its principal purpose the artificial procurement of that benefit, even though its legal personality remains entirely valid under its lex societatis.

Coordination among states is not limited to the allocation of taxing rights. It also depends on mechanisms that allow each tax administration to learn of facts occurring outside its territory. The Multilateral Convention on Mutual Administrative Assistance in Tax Matters, developed jointly by the OECD and the Council of Europe and amended by the 2010 Protocol, to which Brazil has been a party since 2016, constitutes the most comprehensive conventional basis for the exchange of information between tax administrations, including automatic exchange, exchange upon request, and spontaneous exchange of data. It is on this foundation that the Common Reporting Standard (CRS) rests, developed by the OECD and adopted by Brazil since 2018, under which financial institutions in dozens of jurisdictions periodically report to their local authorities data on accounts held by non-residents, data that is then automatically shared with the account holder's state of tax residence. It is through this mechanism, and not through the corporate law of the jurisdiction of incorporation, that a bank account held in Switzerland by a holding company incorporated in the Cayman Islands may have its data communicated to the Brazilian Federal Revenue Service once the beneficial owner is identified as a Brazilian tax resident.

Therefore, international tax law does not compete with the lex societatis or with the law of the controller's state of residence: it presupposes and articulates them, coordinating the simultaneous exercise of legitimate tax jurisdictions and ensuring that the information necessary for that exercise actually flows between the administrations involved.

5. AML/CFT, International Corporate Structures, and CVM Resolution No. 245/2026

The analysis of international corporate structures does not end with the three normative layers examined so far. If the lex societatis governs the company's existence and organization, if the controller's tax residence determines a significant share of its tax duties, and if international tax law coordinates overlapping tax jurisdictions, a fourth dimension has assumed growing importance in the Brazilian securities market: the prevention of money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction (AML/CFT). This dimension does not replace the preceding ones, but overlays them as a regulatory mechanism designed to identify, assess, and mitigate risks related to the use of international legal and financial structures, finding its principal framework in CVM Resolution No. 50, of August 31, 2021, which establishes identification, assessment, monitoring, and reporting procedures for participants subject to the regulation of the Brazilian Securities and Exchange Commission (CVM).

This regime evolved further with CVM Resolution No. 245, of July 1, 2026, which made targeted amendments to CVM Resolution No. 50/2021, reinforcing the due diligence mechanisms applicable to certain higher-risk situations and introducing, through new Article 17-A, a specific framework for transactions and situations involving non-resident investors connected to jurisdictions identified under the parameters of the Financial Action Task Force (FATF). This amendment is particularly relevant to the analysis of offshore structures because it shifts a significant part of the regulatory inquiry away from the formally considered legal entity and toward the economic and control structure that lies behind it: the regulatory question is no longer exclusively "where was the company incorporated?" but increasingly involves who controls it, who its beneficial owner is, which entities make up its chain of control, who represents it, and which jurisdictions are directly or indirectly connected to the structure.

CVM Resolution No. 50/2021 establishes the regime for preventing money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction within the securities market. Its regulatory logic rests on risk identification and assessment, on client due diligence and monitoring, on the surveillance of atypical transactions and situations, and on the adoption of procedures designed to prevent market participants and structures from being used for unlawful purposes. Therefore, the framework does not proceed from a presumption of illegality arising from the use of international structures, and the mere existence of a foreign company does not, by itself, render its activity irregular. The legally relevant element is the risk associated with the structure, the transaction, the client, and the persons behind the economic relationship, a distinction fundamental to the legal understanding of offshore companies.

A company incorporated in a foreign jurisdiction may be perfectly valid under its respective lex societatis. However, that validity does not prevent a given transaction carried out in the Brazilian securities market from being subject to additional due diligence procedures whenever circumstances objectively qualified by AML/CFT regulation are present. Therefore, CVM Resolution No. 50 adds a functional perspective to the analysis, since what is examined is not only the formal validity of the legal entity, but also the risk that its use may pose to the regulated system.

CVM Resolution No. 245/2026 amended CVM Resolution No. 50/2021 with the aim of reinforcing certain prevention and due diligence measures. Among the changes, Article 16, paragraph 1, now provides for continuous and enhanced monitoring, through the adoption of stricter procedures for flagging atypical transactions or situations under Article 20, regardless of that investor's risk classification. However, the innovation most directly relevant to international corporate structures lies in the new Article 17-A: the provision requires that the persons referred to in items I through III of Article 3, among them fiduciary administrators, portfolio managers, distributors, and other participants subject to the regime, must, within the scope of their respective duties, adopt enhanced due diligence measures whenever transactions or situations involve a non-resident investor who resides, is headquartered, or is incorporated in countries, jurisdictions, dependencies, or territories that do not apply, or insufficiently apply, FATF recommendations, according to the lists issued by that body.

It is worth noting that CVM Resolution No. 245/2026 was issued without a regulatory impact analysis or prior public consultation, entering into force just fifteen days after publication. This circumstance, while it does not invalidate the rule, forms part of the procedural context relevant to assessing its legitimacy and its practical enforceability by market participants. The rule, in any event, does not create a general framework for all offshore companies; its scope is more specific, establishing an enhanced regulatory response for situations classified as higher risk within the AML/CFT regime. This distinction should be preserved, because a given jurisdiction's classification for AML/CFT purposes does not necessarily coincide with its classification for tax purposes: the same jurisdiction may be examined from the standpoint of local corporate law, Brazilian tax rules, international treaties, and, simultaneously, FATF recommendations, each regime producing its own consequences. Therefore, the normative multiplicity identified in the preceding sections manifests itself once again in the regulatory field.

The new framework is particularly relevant to international structures because it treats the status of non-resident investor as one of the triggers for enhanced measures. However, it is not enough to look at the investor's nationality: the rule uses criteria related to residence, headquarters, or incorporation in a given jurisdiction, which requires the regulatory analysis to consider the legal and economic tie actually existing between the investor and the corresponding jurisdiction. This is consistent with the general logic developed in this article: just as the controller's tax residence should not be confused with the company's jurisdiction of incorporation, the identification of the investor cannot be reduced to the nationality of the person who formally appears in the structure.

In complex corporate structures, a legal entity incorporated in a given jurisdiction may be controlled by another company, which is in turn controlled by an individual resident in a third state; in such cases, identifying the company formally participating in the transaction is only the first stage of the analysis, and the corporate chain may reveal additional elements relevant to the regulatory assessment. It is precisely on this point that CVM Resolution No. 245/2026 introduces an element of particular importance to the analysis of offshore structures.

Article 17-A, paragraph 2 expressly broadens the scope of the measures set out in that article: the duties it establishes also apply to clients and investors, whether resident or non-resident, who are connected to corporate structures, chains of control, beneficial owners, or representatives directly or indirectly linked to the listed jurisdictions, or to any other situation classified as high risk under the lists referred to in the caput. The significance of this provision for the analysis of offshore companies is considerable: the regulatory risk is not necessarily located in the legal entity that maintains a direct relationship with the market participant, and may instead be found at a later level of the structure. A company incorporated in a lower-risk jurisdiction may, for example, form part of a chain of control that reaches another jurisdiction covered by these measures; likewise, the beneficial owner of a structure formally incorporated in a given state may have a direct or indirect connection to another jurisdiction relevant for AML/CFT purposes.

The consequence is a methodological shift: the analysis is no longer predominantly horizontal, focused on identifying the legal entities that directly take part in the transaction, and now also requires a vertical analysis, capable of reaching the different levels of the chain of control, from the participating legal entity to the corporate chain, to the controller, to the beneficial owner, to the representative, and to the jurisdictions of connection. This does not mean that identifying a beneficial owner connected to a given jurisdiction automatically implies that the structure is irregular; it means, however, that this circumstance may trigger additional regulatory duties whenever the conditions set out in CVM Resolution No. 50, as amended by CVM Resolution No. 245/2026, are present.

The new Article 17-A establishes, in paragraph 1, a minimum set of measures that must be part of enhanced due diligence in the situations it covers:

• additional restrictions or conditions on establishing business relationships;
• limiting, postponing, or refusing to carry out transactions involving assets classified as higher risk;
• requiring additional information or supporting documentation; and
• terminating the business relationship upon identification of risks considered unacceptable and non-mitigable.

These measures show that regulatory action can begin at the very moment a business relationship is established, not only after a transaction has taken place, which is particularly relevant for complex international structures, where identifying the beneficial owner, the chain of control, and the origin of funds may require additional documentation and information. Enhanced due diligence, in this sense, does not necessarily amount to rejecting the international structure; its purpose is to allow the regulated participant to adequately understand the structure, identify risk factors, and adopt proportionate mitigation measures, with termination of the business relationship reserved, under the rule itself, for cases of unacceptable and non-mitigable risk, which prevents the regulation from being read as a blanket prohibition on offshore structures and establishes, instead, a risk-based regulatory response.

However, this reading presupposes minimally objective parameters for assessing what constitutes "unacceptable and non-mitigable" risk, an expression the resolution itself does not further define. In the absence of objective criteria, there is a real risk that regulated participants, out of aversion to sanction and reputational exposure, will preemptively opt to terminate relationships with non-resident investors from sensitive jurisdictions, a phenomenon known internationally as de-risking, with possible effects on the attractiveness of the Brazilian market to foreign capital, which accounts for a significant share of the volume traded on B3. Enhanced due diligence therefore tends to operate as a genuinely proportionate instrument only to the extent that this normative indeterminacy is resolved through supplementary regulation or through consistent supervisory practice by the CVM.

The introduction of CVM Resolution No. 245/2026 does not alter the function of the other rules previously examined: the lex societatis continues to govern the company's incorporation, organization, and internal functioning; the controller's tax residence continues to determine its tax duties before the corresponding state; international tax law continues to coordinate the tax jurisdictions of different states; and international transparency standards continue to promote the identification of beneficial owners, the exchange of information, and cooperation among authorities. The AML/CFT framework adds a distinct dimension, whose object is the assessment and mitigation of risks associated with the use of structures and transactions within the regulated market. The resulting configuration is as follows: lex societatis, governing the company's incorporation, personality, and governance; tax residence, determining the controller's tax and reporting duties; international tax law, coordinating tax jurisdictions; transparency and international cooperation, enabling identification, information, and data exchange; and AML/CFT, identifying, assessing, and mitigating risks related to the structure and the transaction.

Strictly speaking, transparency and international cooperation do not form a layer running parallel to the others on the same sequential plane, but rather a transversal dimension that informs and operationalizes the functioning of all of them, including the AML/CFT regime itself, which depends on them to operate. Therefore, the enumeration above serves a didactic function, rather than establishing a strict normative hierarchy among layers of the same nature. These dimensions are not necessarily competing with one another: they perform distinct functions over the same economic reality, and it is precisely this functional coexistence that characterizes the contemporary international legal structure.

6. The Internationalization of Transparency and Governance in Offshore Structures

The introduction of the AML/CFT framework by CVM Resolution No. 50 and its reinforcement by CVM Resolution No. 245/2026 are not isolated phenomena. Over the past decades, international corporate structures have undergone a profound transformation as a result of the strengthening of international standards on transparency, administrative cooperation, and beneficial ownership identification, such that the traditional association between offshore companies and absolute confidentiality no longer corresponds to contemporary regulatory reality. The expansion of information exchange mechanisms, beneficial ownership identification rules, and anti-money laundering standards has significantly narrowed the space for structures whose main characteristic is the opacity of economic ownership, which does not mean that international structures are disappearing, but that they are being transformed. A foreign company can still legitimately serve as a holding vehicle, an investment vehicle, or a tool for business organization, asset protection, and succession planning, provided the rules applicable to the structure's different dimensions are observed, and international planning is progressively shifting from a logic based on confidentiality to one based on transparency, substance, governance, and compliance.

As seen in Section 5.4, Article 17-A, paragraph 2 of CVM Resolution No. 245/2026 extends enhanced due diligence measures to corporate structures, chains of control, beneficial owners, and representatives connected to jurisdictions listed by the FATF. This regulatory choice reflects, within the Brazilian capital markets, a broader international trend under which the identification of beneficial owners is no longer confined to simple structures, where it suffices to examine direct shareholding, but now extends to complex structures involving corporate shareholders, intermediate holding companies, trusts, foundations, or investment vehicles, whose identification requires examining successive layers of ownership, control, and representation. The corporate structure thus ceases to be analyzed merely as a tool for organizing wealth and becomes, as well, an object of regulatory scrutiny.

The growing demand for transparency does not eliminate the legal entity's asset autonomy or the principle of separation between the company and its shareholders, but it does require that the structure possess a legal and economic reality consistent with the transactions carried out. The analysis of economic substance becomes particularly relevant when the structure is used to carry out international transactions, receive income, hold equity interests, or manage assets spread across different countries. In this scenario, the mere formal incorporation of the company represents only the starting point of the analysis, which must also consider the structure's economic purpose, the origin and destination of funds, the activity actually carried out, the chain of control, the beneficial owner, the relevant territorial connections, and the applicable tax obligations and regulatory duties. Therefore, the contemporary international structure is legally more complex than a simple company registered in a foreign jurisdiction.

7. The International Corporate Structure as a Point of Convergence Between Legal Regimes

The analysis developed throughout this study makes it possible to return to the question initially posed, namely, which law governs an offshore company. The answer cannot be reduced to pointing to a single legal order. The company's legal personality remains tied to the lex societatis, the tax effects on its controllers may be determined by the law of their state of tax residence, the generation of income in third states may attract the taxing jurisdiction of the source state, international treaties may coordinate these overlapping jurisdictions, and international cooperation mechanisms may enable the exchange of information necessary for enforcement.

CVM Resolution No. 245/2026 adds another dimension to this picture: certain relationships established in the Brazilian securities market may be subject to enhanced due diligence when the risk factors set out in AML/CFT regulation are present, as examined in Section 5. This dimension is particularly significant because the regulatory analysis is not limited to the formally incorporated company, and may extend to the chain of control and the beneficial owner. The international structure can thus be represented not as an isolated legal entity, but as a set of legal and economic relationships that begins with the jurisdiction of incorporation, passes through the company, its equity interests, its controllers, and its beneficial owner, extends to the assets and transactions involved and the jurisdictions of origin and destination, and reaches, finally, the tax regimes and the financial and AML/CFT regulation applicable. Each of these elements establishes possible connections with different legal orders, such that the choice of a foreign jurisdiction does not eliminate the other legal ties, and may instead generate new connections that must be analyzed in a coordinated manner.

Conclusion

This study has sought to demonstrate that the legal analysis of offshore companies cannot remain confined to the law of the country where the company was incorporated. That law remains fundamental, since the lex societatis determines the company's legal personality, internal organization, governance, and mechanisms for reorganization, but it constitutes only one dimension of the international legal structure. The controllers' tax residence can produce tax and reporting consequences independent of the company's jurisdiction of incorporation, the generation of income in third states can attract additional tax jurisdictions, and international treaties and administrative cooperation mechanisms coordinate part of these overlapping jurisdictions and enable the exchange of information among the authorities involved.

The contemporary evolution of the international system has added another dimension to this picture: the prevention of money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction. In Brazil, this dimension is governed by CVM Resolution No. 50/2021 and was reinforced by CVM Resolution No. 245/2026, which introduced specific enhanced due diligence measures for transactions and situations involving non-resident investors connected to jurisdictions that do not apply, or insufficiently apply, FATF recommendations. The innovation most relevant to international corporate structures, however, lies in extending these duties to clients and investors connected to corporate structures, chains of control, beneficial owners, or representatives directly or indirectly linked to the jurisdictions covered by the rule, which reinforces an important methodological shift: the legal analysis of the international company can no longer be limited to identifying the formally incorporated legal entity, and must instead grasp the economic structure that lies behind it.

A holding company incorporated in the Cayman Islands, the British Virgin Islands, or the United Arab Emirates may hold legal personality that is fully valid under the law of its jurisdiction of incorporation, without this preventing its controllers from being subject to the tax rules of another state, its assets from being subject to the laws of third countries, or certain transactions carried out in the Brazilian securities market from being subject to enhanced due diligence. Therefore, the central point is not to determine whether an offshore structure is, in itself, legitimate or illegitimate, but to identify what function the structure performs, who controls it, who its beneficial owner is, where its assets and transactions are located, which jurisdictions are connected to the structure, and which legal regimes apply to each of these relationships.

The international company does not belong entirely to a single legal order; it constitutes, rather, a point of convergence among different national and international normative systems. CVM Resolution No. 245/2026 illustrates this reality by shifting part of the regulatory analysis away from the legal entity considered in isolation and toward its chain of control, its beneficial owners, and its jurisdictional connections. Therefore, the contemporary challenge facing the corporate lawyer, the tax advisor, and the professional structuring international transactions does not consist of identifying a single applicable law, but of understanding how different legal orders and regulatory regimes apply simultaneously to different dimensions of the same economic structure, ensuring that its incorporation, operation, taxation, governance, transparency, and market use comply with the applicable national and international rules.

In this new landscape, international legal planning is no longer an activity predominantly guided by the choice of jurisdiction of incorporation, and instead requires an integrated analysis of the jurisdiction, the corporate structure, the tax residence, the chain of control, the beneficial owner, the assets, the transactions, and the regulatory risks associated with the structure. Therefore, the offshore company does not disappear as a legitimate instrument of business, wealth, or succession planning; rather, what changes is the legal environment in which it operates: the contemporary international structure is a multijurisdictional, transparent, and regulated structure, whose validity and effectiveness depend on the ability to coordinate, in an integrated manner, the different normative layers that bear on its economic reality.

Normative and Institutional References

BRAZIL. Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM). CVM Resolution No. 50, of August 31, 2021. Provides for the prevention of money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction (AML/CFT) within the securities market.

BRAZIL. Brazilian Securities and Exchange Commission (CVM). CVM Resolution No. 245, of July 1, 2026. Amends CVM Resolution No. 50, of August 31, 2021. Published in the Official Gazette (Diário Oficial da União) on July 2, 2026, entering into force on July 15, 2026.

BRAZIL. Law No. 14,754, of December 12, 2023. Provides for the taxation of financial investments held abroad and of entities controlled abroad.

BRAZIL. Brazilian Federal Revenue Service (Receita Federal do Brasil). RFB Normative Instruction No. 2,180, of March 10, 2024.

FINANCIAL ACTION TASK FORCE (FATF). High-Risk Jurisdictions subject to a Call for Action. June 19, 2026.

FINANCIAL ACTION TASK FORCE (FATF). Jurisdictions under Increased Monitoring. June 19, 2026.