Certificate of No Outstanding Debts: How to Get One, Resolve Pending Issues, and Use the CPD-EN

This page is a translation of the original Portuguese text, provided for convenience. It deals with Brazilian law. If there is any discrepancy, the Portuguese version prevails. Read the original in Portuguese

A certificate of no outstanding debts (certidão negativa de débitos) works as proof of tax compliance, and it has become a decisive document for winning public bids, obtaining bank credit, and closing real estate purchases. Knowing the difference between a negative certificate and a positive certificate with the effect of a negative one, and acting quickly when a pending item is wrongly recorded, helps you avoid lost opportunities and financial harm.

What a negative certificate is and where it is required

The certificate of no outstanding debts (CND) is a document issued by the tax authority to confirm that a taxpayer, whether an individual or a company, owes nothing to a given government body. It is grounded in Articles 205 and 206 of the National Tax Code (Law No. 5.172/66), which govern proof that taxes have been paid.

There are different certificates depending on the level of government and the type of debt: the federal certificate (which combines taxes owed to the Receita, Brazil’s federal revenue service, and debts the federal government has formally registered for collection, known as dívida ativa, in a single document), state certificates, municipal certificates, the certificate of no labor debts (CNDT), and the FGTS (Brazil’s Severance Indemnity Fund) certificate of compliance. Each transaction calls for its own specific set of these documents.

In a public bid, tax and labor compliance is a qualification requirement under Law No. 14.133/2021. A company that fails to submit the required certificates is disqualified, even if it made the best offer. In bank lending, financial institutions make loans and guarantees conditional on proof that taxes are paid. And in real estate transfers, the notary public needs the certificates in order to draw up the deed with legal certainty.

Negative, positive, and positive with the effect of a negative

The distinction between the types of certificate is what causes the most confusion. A negative certificate shows that there are no debts at all. A positive certificate shows that there are enforceable debts pending and, as a rule, makes the intended transaction unworkable. Between the two lies a third category, which is often decisive.

The positive certificate with the effect of a negative (CPEN), provided for in Article 206 of the CTN (National Tax Code), is issued when debts exist but do not prevent you from proving that you are in good standing. This happens in three situations: debts that are not yet due, debts whose enforceability is suspended (such as installment plans that are up to date and cases in which a preliminary injunction has been granted), and debts secured by a sufficient attachment of assets in a tax enforcement action. For all legal purposes, the CPEN is equivalent to a negative certificate.

Understanding this equivalence changes the strategy for anyone who has debts but needs to take part in a bidding process or close a loan in the short term. In many cases, you do not have to pay the full debt right away. It is enough to bring it within one of the situations described in Article 206.

For that reason, before giving up on an opportunity because of a positive certificate, it is worth checking whether the pending debt can be moved into a status of suspended enforceability. Proper tax planning lets you organize your obligations so that proof of tax compliance is always available.

For that reason, before giving up on an opportunity because of a positive certificate, it is worth checking whether the pending debt can be moved into a status of suspended enforceability.

How to identify and resolve pending debts

The first step is to request the certificates on each agency’s official portal and read carefully the reason given when the result comes back positive. The document usually identifies the tax, the period, and the dívida ativa registration, all of which help guide the fix.

Once you have found the source of the problem, the options depend on the case. Paying in full ends the pending item immediately. An installment plan suspends enforceability, so it allows a positive certificate with the effect of a negative to be issued as long as your payments are up to date. When the debt is not actually owed, you can file an administrative challenge or seek a court order to have it removed.

We recommend checking your standing periodically, not just when a certificate is required. Small debts, ancillary penalties, and registration discrepancies often appear without warning and stall urgent deals. Checking ahead of time gives you room to fix the problem before the qualification deadline or the contract signing.

When the debt does not exist or has already been paid

It is not unusual for a certificate to show a debt that has already been paid or that never existed, usually because of a failure to clear the record in the system, a payment that was not credited, or a registration error. In that situation, the taxpayer should gather proof (paid payment slips, tax filings, and statements) and file a request for review or cancellation with the responsible agency.

If the administration does not correct the record in a timely manner, you can seek a court order requiring the certificate to be issued and, depending on the case, hold the government body liable for the losses caused by the mistaken collection. An improper dívida ativa registration that keeps you from taking part in a public bid or obtaining credit may amount to compensable harm.

Frequently Asked Questions

What is the practical difference between a negative certificate and a positive certificate with the effect of a negative?

A negative certificate shows that no debt exists at all, while a positive certificate with the effect of a negative acknowledges pending debts that do not prevent you from proving good standing, such as installment plans that are up to date or enforcement actions secured by an attachment of assets. In practice, both have the same legal effects and can be used for public bids, loans, and property sales, under Article 206 of the National Tax Code.

How long is a certificate of no outstanding debts valid?

The validity period varies by agency and by type of certificate, and a period of 60 to 180 days from the date of issue is common. Because each agency sets its own period, it is important to check the expiration date printed on the document and renew it before presenting it in any transaction, so it is not rejected for being expired.

What should I do if the certificate shows a debt that has already been paid?

The taxpayer should gather proof of payment and file a request for review with the responsible agency so that the record is corrected and the certificate can be issued. If the administration does not resolve the discrepancy in time, you can turn to the courts to obtain the document and, where the improper collection has caused harm, seek appropriate compensation.

As informações deste artigo são de caráter informativo e não substituem consulta jurídica individualizada. Cada caso possui particularidades que exigem análise específica.