# A regime election with a closing window: dating the Simples Nacional file before the window shuts Brazil's option into Simples Nacional runs on a fixed annual window and on clearing pending items first. For a founder who left Brazil but kept the operating company, the election memo has to carry a date and an evidenced pendency check. Here is where the window and the clearing condition live in the official text, and what the authority's notice does not settle about partners who are no longer resident. 15 October 2026 · The getax team · 6 min read ![A flat document slides through a narrowing rectangular aperture that is closing to a slit.v](https://www.getax.io/blog/images/BI-8CpZsKyv-uKJLScM) ## The trigger: formalizar a opção pelo regime The phrase arrives in an email from a founder who moved abroad and kept the Brazilian entity running. Someone in São Paulo has told them the option into Simples Nacional must be formalised, and that the window closes in October. The partner reviewing the memo now has two separate questions on the desk: is the election still available on the calendar, and is it still available on the facts. Those questions fail in different ways. A calendar question fails loudly — the window shuts and the request is rejected. A facts question fails quietly, months later, when someone asks whether a company managed from outside Brazil was ever eligible for the regime it elected into. The memo has to answer both, and it has to be dated, because an election is a statement about a moment. ## Where the window lives in the official text The authority's notice on the closing of the option period is a notice — it announces, it does not create. The window itself lives in the Complementary Law that establishes the regime and in the Resolution issued by the committee that manages it. That is the pair of documents a reviewer should open, in that order, before writing a sentence about timing. The structure to read for is this: the option is made within a defined period at the start of the calendar year for companies already in existence, and within a separate, shorter period measured from registration for newly constituted ones. The October notice that prompted the client's email concerns a different mechanism — the regularisation window for companies whose request was conditioned on clearing pending items. Reading the notice as if it were the main election deadline is the first error worth not making. When you write the memo, write which document the date comes from, not just the date. A reviewer six months from now needs to re-walk it. That re-walk is the point. ## The clearing condition, and why it is evidence rather than a sentence The option is not granted on request alone. It is granted on the request plus the absence of impediments — chiefly, pending items with the federal tax authority, the state and the municipality. A request can be accepted conditionally, with the condition being that the pendencies are cleared inside the published regularisation period. If they are not, the request falls away. So the memo cannot say 'the company is regular'. It has to carry the extraction that says so: the pendency statement pulled from each of the three levels, each with the date it was pulled. A clearance pulled before a municipal assessment posts is not evidence of anything on the day the election is decided. This is tedious and it is the whole job. Note what the three-level check does not cover: the clearing condition speaks to tax pendencies. It does not speak to the substantive eligibility limits of the regime — activity, revenue ceiling, ownership structure. A company can be fully regular and still be outside the regime. Clearing is a gate, not a conclusion. ## The question the notice does not answer: partners abroad Here is the gap, stated rather than smoothed over. The founder is now tax resident somewhere else. Management of the Brazilian entity is exercised from abroad, at least in practice. The authority's notice about the closing of the option window says nothing about this, because it was not written to. The regime's eligibility conditions include restrictions tied to ownership — participation by other legal entities, participation by a Brazilian resident in another company above certain thresholds, and participation by entities domiciled abroad. Each of those is a separate test with its own wording, and the wording on foreign-domiciled participation is not the same test as 'the partner is a non-resident individual'. A non-resident natural person holding quotas is not automatically caught by a provision drafted about entities domiciled abroad. Whether the election survives therefore turns on the exact composition of the quotaholding, not on the founder's immigration status. There is a second, quieter exposure that the Simples question tends to hide: where management is in fact exercised. That is a residence-of-the-company question under Brazilian rules and a possible permanent-establishment or place-of-management question in the country the founder now lives in. The Simples election does not resolve it, does not foreclose it, and does not record it. If the memo is silent on the point, the silence will be read later as a conclusion. Say instead: not addressed here, scoped separately, with a date. Absence is information. The notice is silent on non-resident partners. Write the silence down. ## What a dated election memo contains Six lines, and none of them are flourishes. The date the memo speaks as of. The document and provision establishing the election window relied on, named, not paraphrased. The pendency statements from the federal, state and municipal levels, each with its extraction date. The eligibility tests run against the current quotaholder register, with the register's date. The tests not run, named. The person who signs. That last line is not a formality. The judgment stays human: the professional decides whether this company, with this cap table, managed from where it is managed, belongs in this regime, and signs. Nothing in a research tool makes that call, and nothing should pretend to. ## The source walk, in this file When the memo goes to the client, open two or three numbers with them and show where each lives. For a Simples election that is usually: the window — open the Resolution, point at the period; the clearing condition — open the provision that makes acceptance conditional, then open the three statements; the ownership test — open the eligibility article and read the foreign-participation wording out loud against the register. Clients stop arguing about conclusions when they watch the conclusion get assembled. Advisers stop re-deriving the file when the next partner asks. That is the entire mechanism: expertise belongs in judgment, not in searching. ## The Floor We publish the figure we are not pleased with next to the figure we are, dated, every quarter, including the quarters when the number is bad. For this period the movement we published is "From 24% to 98%". Alongside it: "4,790+" as of September 2026, and "870+" as of September 2026. The lower of those two is the one we keep pointing at, because it is the one that tells you where coverage is thin. We do not publish these to persuade anyone. We publish them so that a partner deciding whether to rely on a source walk can see the shape of what is covered and what is not, with a date attached, before they sign anything. ## If you are reviewing this memo this week Read the Resolution before the notice. Pull the three pendency statements on the day you decide, not the week before. Check the quotaholder register as it stands now, against the foreign-participation wording as it is written. Then write down, in the memo, the question you did not answer — the one about where the company is managed — and the date you will come back to it. Show the source. Defend the position. The window closes on the calendar; the file has to hold up long after it does.