The increasing digitization of business records has brought undeniable efficiency gains to Brazilian economic activity. Opening businesses has become faster, procedures have become largely electronic, and the integration of databases has expanded oversight capacity. However, the same technology that simplifies business activity can also be used to sophisticate fraud and conceal illicit practices.
This concern was recently highlighted by legal scholar Armando Luiz Rovai in an article published in the newspaper Valor Econômico (edition of June 2, 2026), when analyzing the phenomenon he called "corporate hijacking." According to the author, business organizations have been the target of structured frauds that are not limited to traditional document forgery. In many cases, third parties manage to improperly alter corporate structures, administrators, and business registrations, producing an appearance of legitimacy capable of generating serious losses for shareholders, creditors, suppliers, financial institutions, and the market itself.
This phenomenon demonstrates that public business registration has ceased to be merely an instrument for formalizing corporate acts. Today, it occupies a strategic position in preserving legal certainty, the confidence of economic agents, and the integrity of the business environment.
The topic recently gained prominence in the Business & Labor Clipping of June 2, 2026 (item 17), which reported on a survey revealing significant differences between states in fulfilling the duty to report transactions with indications of money laundering to the Council for the Control of Financial Activities (COAF). The news brought to light a function of the Commercial Registries that is still little known by a large part of the business and legal community.
In this context, a task that goes far beyond the simple filing of corporate documents becomes relevant. Since the issuance of Normative Instruction DREI No. 76/2020, the Commercial Registries have had the duty to adopt internal procedures for the prevention of money laundering and the financing of terrorism, to identify suspicious transactions and to report relevant situations to COAF (Council for Financial Activities Control).
This measure represents a significant paradigm shift. The Boards will no longer solely perform a registration function but will become integrated into the national structure for preventing and combating economic crimes.
Among the situations that should raise concern are:
- Repeated opening of businesses by the same person in a short period of time;
- Multiple companies registered at the same address;
- Share capital incompatible with the declared economic activity;
- Use of politically exposed persons (PEPs);
- Participation of elderly, minor, or incapacitated individuals in circumstances that suggest possible misuse of their identity;
- Establishing companies without apparent economic rationale.
These are preventative mechanisms that seek to prevent corporate structures from being used for asset concealment, tax evasion, corporate fraud, and money laundering. And the numbers reveal a worrying asymmetry. Despite the legal obligation being national, a survey published by TAB UOL revealed a significant discrepancy between states regarding the submission of communications to COAF (Council for Financial Activities Control).
By 2025, approximately 43,000 reports of suspicious transactions had been registered by Brazilian Commercial Registries. Goiás concentrated around 47% of these registrations, followed by Paraná, while states with much larger economies presented substantially lower numbers. The difference seems to be related to the inspection model adopted. States that invested in automated systems for identifying suspicious patterns tend to have a greater capacity for detection and reporting.
This data raises an important point for reflection: a low number of reports does not necessarily indicate a lower incidence of suspicious situations. In many cases, it may simply reflect differences in monitoring and control mechanisms.
Furthermore, preventing money laundering and corporate fraud is not only in the interest of the State. Businesspeople, investors, financial institutions, and creditors depend on the reliability of information contained in public records for making economic decisions. When the registration system is vulnerable to manipulation, the entire chain of trust in the business environment is affected.
For this reason, strengthening the control mechanisms of the Commercial Boards should be understood as a policy to protect free enterprise, fair competition, and legal certainty.
Combating the so-called "corporate hijacking," mentioned by Armando Luiz Rovai, and improving communication mechanisms with COAF (Council for Financial Activities Control) are part of the same institutional agenda: preserving the integrity of the Brazilian business environment. More than a matter of corporate or regulatory law, it is a question of governance, transparency, and protection of legitimate economic activity.
The two issues — the rise in corporate fraud through the manipulation of business records and the duty of the Commercial Registries to identify and report suspicious transactions to COAF — are directly connected.
Ultimately, the more sophisticated the structures used for asset concealment, fraud against creditors, money laundering, or misappropriation of companies become, the greater the need for preventive mechanisms capable of identifying warning signs even at the registration stage.
In this scenario, the Commercial Registries assume an increasingly relevant role as agents of institutional integrity. The quality of the controls adopted, the use of technological monitoring tools, and the effectiveness of reporting suspicious transactions become essential elements for protecting the business environment.
In other words, the legal security of Brazilian companies does not depend solely on the repression of fraud after the fact. It begins with the reliability of public records and the ability of institutions to detect irregularities before they cause significant damage.
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