quarta-feira, 6 de dezembro de 2017


Software Testing All Devices Find Bugs And Tester Stock ...  
Since so many readers have asked, I`m presenting a very simplified tax tables for importation of software into Brazil. 

Please do not  take this as a final answers to your questions. This is just the very basics. A lot more of data is needed before you can make a decision. For example: should you incorporate in Brazil and sell through a subsdiary? Should you invoice services separately? 

Also, some convetions to avoid double taxation may apply, with the effect of reducing or cancelling the withholding tax. 

So, take this with a grain of salt and look for specialized advice before issuing any invoices. 



*25% for tax havens.

Some cities may also charge the service tax:


NOTE: Some states, including São Paulo, are trying to charge additional 18% of ICMS (state VAT) tax over licensing of software, whenever the software is considered “off the shelf” software. 

Special measures should be taken to ensure that the state will not apply this additional tax.



  *25% for tax havens.

quarta-feira, 29 de novembro de 2017

Superior Court of Justice recognises validity of foreign ship mortgages - Newsletters - International Law Office

Superior Court of Justice recognises validity of foreign ship mortgages - Newsletters - International Law Office:

On November 16 2017 the Superior Court of Justice recognised the validity of a foreign ship mortgage in Brazil. The decision reversed previous rulings issued by the Sao Paulo State Court.
In 2016 the Sao Paulo Court of Appeals affirmed that a ship mortgage registered abroad was invalid in Brazil. The mortgage was over a floating production storage and offloading vessel owned by a company incorporated in the Netherlands and registered in Liberia (the flag state). The purchase of the vessel was financed on the Norwegian capital market and a Norwegian debt manager registered the first mortgage on the vessel in Liberia.
After its construction, the ship went to Brazil, where it was contracted to operate for a period of 20 years. A national financing institution filed a claim for the seizure of the vessel before the Sao Paulo State Court in order to execute a debt incurred against the owner. With the deferral of the request, the administrator of the Norwegian debt securities intervened in the proceedings, protesting for her preference due to the ship mortgage duly established abroad.
No similar judgments had been issued in Brazil.
The lower court's decision did not recognise the foreign mortgage because it was not recorded before the Brazilian Admiralty Court. However, since the law provides for the registration of mortgages on national flagged vessels only, the court of appeals went on to analyse the context of international conventions on vessel mortgages ratified by Brazil (ie, the Brussels Convention 1926 and the Havana Convention 1929 (the Bustamante Code)). Since Liberia is not a party to those conventions, the court found that the foreign mortgage could not be given legal effect in Brazil.
The decision was appealed to the Superior Court of Justice and the outcome of the case was long awaited by the maritime industry.
The Superior Court of Justice unanimously reversed the lower court's decision and recognised the validity of the foreign ship mortgage in Brazil. The court considered several provisions of the law and found that the legislature had been careful not to set out any device that would oppose international conventions signed by Brazil and remove the legal certainty of parties holding rights over a vessel.
The court highlighted its respect for the acts of sovereignty of the countries where vessels are registered, pursuant to the United Nations Convention on the Law of the Sea and the economic importance of acknowledging ship mortgages of foreign states.
The decision emphasised that large vessels must be registered in their flag states and that these registrations have extraterritorial effects. Further, it held that denying such effects would cause legal uncertainty to the parties involved, as well as restrictions on and increased costs for charter parties for vessels in Brazil.
The ruling puts an end to doubts that have emerged regarding the future of ship mortgages in Brazil, secures foreign investment and preserves Brazil's international relations.
For further information on this topic please contact Godofredo Mendes Vianna at Kincaid | Mendes Vianna Advogados' Rio de Janeiro office by telephone (+55 21 2276 6200) or email (godofredo@kincaid.com.br). Alternatively, please contact Fernanda Gueiros Bernardes at Kincaid | Mendes Vianna Advogados' Vitoria office by telephone (+55 27 3019 2633) or email (fernanda.gueiros@kincaid.com.br). The Kincaid | Mendes Vianna Advogados website can be accessed at www.kincaid.com.br.
The materials contained on this website are for general information purposes only and are subject to the disclaimer.
ILO is a premium online legal update service for major companies and law firms worldwide. In-house corporate counsel and other users of legal services, as well as law firm partners, qualify for a free subscription.

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terça-feira, 14 de novembro de 2017

Why aren’t tourists flocking to Brazil? - The Brazilian Report

Why aren’t tourists flocking to Brazil?It has come to my attention that there is a new website focused on covering Brazil and Brazilian themes. Not under a legal perspective, but a journalistic one.

Let`s hope they do a good job. You can check a sample of their work on the link below.

Why aren’t tourists flocking to Brazil? - The Brazilian Report:

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quinta-feira, 9 de novembro de 2017

Chinese firms plan bid for railway linking Brazil’s grain regions | South China Morning Post

Chinese firms plan bid for railway linking Brazil’s grain regions | South China Morning Post:

With 1,100km, Ferrogrão will connect grain-producing regions in Brazil’s centre-west to the port of Miritituba, in the northern Pará state. The railway is expected to be an alternative to BR-163 road, currently the only way to take grains from central Brazil to northern ports.
The project is estimated to demand 12.6 billion reais (US$3.89 billion) in investments.
“The Chinese are very interested in Ferrogrão,” he said, referring to state-owned enterprises in sectors such as cement and steel.
In May, Brazilian and Chinese officials launched a joint Brazil-China investment promotion fund to increase productive capacity.
The fund has an initial sum of US$20 billion to finance investment projects in Brazil that are of interest to both countries.
In June, Jorge Arbache, foreign affairs secretary of Brazil’s planning ministry, said the fund was ready to receive investment pitches.
He said the fund’s investment decisions will be made by a committee composed of Brazilian and Chinese officials, taking into account both countries’ priorities.
The fund agreed on last year is expected to help finance the construction of railways. This will link Brazilian soy- and corn-producing areas to ports, potentially boosting Brazil’s economy as it slowly emerges from a deep recession.
China also stands to gain because it is a large buyer of Brazilian grains.

terça-feira, 7 de novembro de 2017

Exporting/Importing from Brazil Made Easier: Changes to the Foreign Trade Portal

This is an article I wrote to Bloomber, in partnership with Harris Group, a Chilean-Australian law firm. I`m not sure if or when the article has been published by Bloomberg, but I`m posting the original text. 

This article describes legal changes that helped Brazil to climb a few positions in the Doing Business ranking from 2018 (as mentioned here).

Brazil is a very large country, with clear regional differences. It is also organized as a federation, which means that part of the state authority resides in the member states. And, finally, it has a well-developed legal system, covering most of the areas associated with modern democracies, such as environmental controls, export quotas, etc. This legal system, however, is not backed up by an efficient administrative body, but rather by a very fragmented and often untrained team of public servants. As a result, entrepreneurs must face a myriad of local and federal regulations, managed by a circuit of suspicious bureaucrats.

This is even more apparent during the export process. There is frequent confusion regarding the production of documents. Different federal bodies have conflicting and overlapping competencies. Some procedures are performed on paper, while others are processed electronically, causing the exporter to type in the same information two or three different times. Moreover, the individual systems used by federal bodies do not communicate with the overall system, called “Siscomex”. Due to this gap in communication, the exporter must keep a physical file containing extracts of all the documents and licenses. This dossier was kept in place in order to instruct the inspectors, in case a physical inspection is needed.

In order to solve this, the Brazilian government has been studying a way to centralize the import-export procedure, making it more efficient. To this effect, several rounds of public consultation have been carried out. The government has also been continuously making changes to the Siscomex, in an attempt to streamline the process: improvements were  slowly taking place.

However, since the traumatic impeachment process of 2015–2016, the Brazilian economy has needed a burst of incentive to start running again. From the onset, President Temer’s administration has been in a hurry to deliver reforms that would have an immediate impact on results in GDP. It just so happened that the consolidation of export procedures was the kind of cheap reform that could be implemented quickly. It involved no major spending and the framework was already in place.

Indeed, the unified export system has started with exports by air and, as of June 2017, it became the main route for Brazilian exports in other modalities (road, rail, maritime, etc. ).

The main rules that put the system in place were the Federal Revenue Service/Export Secretary directive n. 349, from march 21, 2017 and the CONAMA directive n. 14, from march 22, 2017.

A description of the system’s main features and how it benefits business is provided below.

Unified Declaration
Exports are now managed through an easily accessible online platform (ww.siscomex.gov.br). The system has been designed as a "single window" platform, where several agencies can interact with the exporter. The interaction includes the publishing of rules and clarifications and also the exchange of documents and forms.

Moreover, the export procedures have been streamlined. They now depend on a single document, the Unified Declaration of Export (Declaração Unificada de Exportação, “DUE”).

However, in reality, saying that the export process depends on a single document is not absolutely correct. The DUE is drafted based on the tax invoice (another electronic document, issued by any company in Brazil that is selling merchandise, even within the country). Also, there may be additional registrations regarding the identification of packages and cargo (as we will see below). The great innovation is that the DUE, processed via the new Siscomex page, replaces two or three other independent registrations that were required, one at each step of the export process. Every time, the data had to be typed in the system again and the process was prone to mistakes. Now, the DUE moves along the path, maintaining all the relevant information.

Attachment of DocumentsSpecial Approvals in one Place
One of the best improvement brought about by the DUE is the path for exportation of regulated products.

As any other country, Brazil restricts or controls exports of several items. Some are subject to quotas. Strategic products like oil and military equipment are subject to limitations. Some are subject to specific regulations, such as diamonds (which must receive the Kimberley certificate) or merchandise that is dependent on sanitary controls. Before the DUE, each license or certificate would have to be obtained independently and would later have to be somehow added to the export documentation, or presented during an inspection.

Now, these documents can be added to the system. Actually, the export procedure can be initiated without them and the exporter may obtain the licenses over time, as long as they are ready before shipping.

This brings about another feature of the Siscomex single window platform. Additional documents can easily be scanned, signed digitally and added to the platform, This was not possible, or was very restricted, in the past.

Cargo Control
The unified export system has also adopted a unified reference for cargo (call “RUC”). This has been designed according to the WTO recommendations regarding a "Unique Consignment Reference."

The RUC allows for the aggregation of several invoices into a single cargo and will be used to track shipments through all stages of the export process.
Management of information related to packages and cargo used to be somewhat chaotic. This is certainly a welcome improvement.

Detailed Specification
The system allows for the insertion of additional details about the products being exported. This feature aims at fixing a common problem, which was the request for more detailed specifications by the Customs importers. Since the information about the products was dispersed in several documents, and since the Harmonized System Code (adopted in Brazil with some modifications and called the “NCM code”) allows for generic classification (such as "other"), it was common to see a merchandise identified by its NCM, by a written description, and by some other code used internally by the Brazilian customs or tax authorities.

The system has been designed to coordinate and centralize all description in a single place. The identification will be complemented by a Global Product Code (created by GS1).

Test Mode and Consultation
A relevant feature is that the system has a testing mode, which allows the exporter to simulate the operation beforehand and to check whether additional licenses are required.

In summary, the system certainly brings a lot of improvements. It is being continuously improved and tends to make Brazilian exports much more agile.

The end goal is to reduce export times from 13 to 8 days and import times from 17 to 10 days. The Portal also aims to increase transparency by allowing companies to monitor the progress of their operations in detail over the internet.

According to the Doing Business study conducted by the World Bank, an export of a containerized good in Brazil takes on average 13 days to complete. An import of the same type of product requires 17 days. Additionally, it costs $ 2,215 on average to export a container from Brazil (excluding taxes), while for imports the same costs add up to about $ 2,275. This number puts Brazil in 124th place in the Doing Business trading across borders ranking.

With the Unified Foreign Trade Portal, the goal is to have export times from Brazil reduced by 38.5 percent to a maximum of 8 days, in line with global best practices, by 2017. As for imports, the aim is for average terms to be reduced to 10 days, a 40 percent decrease from current levels, by 2017. As a result of the time reductions and consequent money savings, Brazil intends to be among the 70 best countries in the world for foreign trade. Time will tell if this becomes reality.
Harris Gomez Group is a law firm with offices in Santiago, Bogotá, and Sydney. We also have legal teams in Mexico, Peru, Bolivia, Brazil, and Argentina. Over the last 16 years, we have been supporting foreign companies with their growth in Latin America. Many of our clients are technology companies, service providers and engineering companies that focus on the mining, energy and infrastructure markets.

To better understand how we can support your management team, please contact Cody Mcfarlane at cmm@hgomezgroup.com

segunda-feira, 6 de novembro de 2017

SAA in row over dismissal of Brazil head

SAA in row over dismissal of Brazil head: "São Paulo en route to performances in Luanda, Angola. When the "

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Odebrecht Oleo e Gas Chapter 15 Bankruptcy | Daily Bankrupt Company Updates | Bankrupt Company News

Odebrecht Oleo e Gas Chapter 15 Bankruptcy | Daily Bankrupt Company Updates | Bankrupt Company News:

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Regulation of E-commerce in Brazil - imports via courier

The Federal Revenue Service has just issue a Normative Instruction which details the process for Courier companies to register as special trading posts, able to import and deliver a large quantity of packages directly to Brazilian customers.

Think about Amazon, Ali-express, etc.

The rules standardize the processo to register as a courier specialized in mass imports. This is the biggest advantage, as I see it. Previous rule were scattered and not very clear.

The procedure involves a lot of bureaucracy, but is not overwhelming. Courier companies must provide a minimum guarantee of 200K Brazilian Reais (about 60K USD) in favour of the Brazilian government, presumably to cover for taxes.

In this model, the courier companies will act as customs brokers, acting on behalf of the final client who puchase the goods.

The basic are not changed. For example, the 60% flat taxation applicable over the packages.

This taxation is, sometimes, supplemented by a state taxation of about 25%. For details about it, plese chek the slides of the presentation I gave at Ecommerce Expo, in London (here).

All in all, a very good initiative from the government, that will certainly attract e-commerce companies to Brazil.

Link to the full text of the Normative Instruction:


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Doing business in Brazil - World Bank Report 2018 - a tiny surprise

Brazil has clibmed from the 123rd place to the 120th.

I understand that part of this improvement is due to a reform in the import/export procedures. They were heavily dependent on paper forms but have been updated to accept electronic form, via a centralized website.

This has been one of the most subtle reforms of Michel Temer`s government. But it has caused a lot of impact on day to day operations. This is impressive if you compare it to the enormous effort being put in the reform of the pension system, with almost zero results so far.

It also shows that a lot of the problems faced by Brazilian companies are not structural problems. The legal system is fairly well designed, most of the time.

 It is the small things that really delay business:  the double notarizations, the lack of standardization, the need to xerox a document three times, because the first two copies were not clear enought, etc.

Some other changes of procedure of the same nature than the export simplifcation have been adopted recently, with very good results. The adoption of the the Apostille for foreign documents, for example, has been working fine.

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segunda-feira, 30 de outubro de 2017

Report on European Union investments in Brazil

Apex, the Brazilian export agency, has published a thorough report on EU investments in Brazil.

You may check it here

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quarta-feira, 25 de outubro de 2017

CISG slowly starting to show in Brazilian courts

This article describes a panel discussing CISG in Brazil, held at the Fall Meeting of the American Bar Association Section of International Law . 

The most interesting excerpt is this:

"The first court decision in Brazil directly applying the CISG was Noridane v. Anexo (14 Feb. 2017, Appellate Court of the State of Rio Grande do Sol), popularly known as "the Chicken Feet Case.""

Link below:

International Law Prof Blog:

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Shanghai Electric negotiates acquisition of power transmission project in Southern Brazil – Macauhub

Shanghai Electric negotiates acquisition of power transmission project in Southern Brazil – Macauhub:

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terça-feira, 1 de agosto de 2017


Today, the decree that describes the DTA with Russia has been published.

As of today, Brazil has DTAs with all the BRICS countries.

The original text, in Portuguese, can be found in this link

segunda-feira, 31 de julho de 2017

Right Timing for Port Infrastructure Investments in Brazil

A very timely and insightul report by L.E.K. consultants. Link below.

Port infrastructure: Economic recovery, regulatory
updates and the need to upgrade Brazil’s
existing terminals are turning port terminals into
attractive opportunities for investors.

 Two years into its greatest recession, the Brazilian economy
is slowly resuming growth (see Figure 1). Despite short-term
political instability, structural economic measures will most likely
be implemented to put the country on a growth track.
Economists believe that investment is the engine of growth for
emerging economies. 

That’s especially true for Brazil, which, after
two years of increasing unemployment, will not see recovery come
from a new wave of consumer activity but rather from investments
— most likely in infrastructure, which supports other activities and
contributes to higher productivity for the economy as a whole.
Leading economists and financial institutions operating in Brazil
expect GDP to grow approximately 0.5% in 2017 and 3% in
2018, which will positively drive demand after a strong recession.

Read the full report at: 


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segunda-feira, 10 de julho de 2017


As of 2017, the standard investiment visa requires the investor to incorporate a company in Brazil, or to join any existing company in Brazil, and invest at least 500,000.00 BRL (about 150,000.00 USD). 

In this case, to invest means to transfer money. The government does not require that the money be used specifically for the purchase of machinery or for any other purpose. In general,  they will evaluate the project`s potential to generate jobs and to pay for services provided by Brazilians

There is an exception for tech companies. 

Investments in technology may be as low as 60,000.00 USD, depending on the relevance of the technology. In this case, the company receiving the investment and asking for the visa must:

a)  be located in one of Brazil`s tech parks, or connected to a Brazilian official startup program; or

b) prove that the technology will be relevant for the development of the Brazilian technology ecosystem. For example, that it will improve Brazilian manufacturing capabilities or have a positive impact in the consumer market.

domingo, 9 de julho de 2017


The use of negotiable instruments in Brazil is very different from it use in Europe.

I have a case that illustrates that in an informative and funny fashion.

One of my clients, a European company, performed sales of electronic equipment worth several million dollars to a Brazilian buyer.

We drafter a very good sales contract, according to Brazilian law. It was dully signed and executed. Things were looking good.

However, the bank financing the production of the good (my client`s bank) demanded a very specific kind of security linked to the agreement. It wished for a Bill of Exchange.

That is when the problems began.

Brazilian businessmen are used to 3 kinds of negotiable instruments: CHEQUES, PROMISSORY NOTES and, in case of import/export, LETTERS OF CREDIT.

This is pretty much it. In some specific markets, especially in agribusiness, people may use a special note called Warrant. But, apart from that, one would be hard-pressed to find a template of a Bill of Exchange. Let alone use one.

We tried to explain this to the client`s bank and suggested that it replaced the BoE for a promissory note. But the bank was inflexible.

At the end of the day, the solution was to use a Bill of Exchange in which the drawer drew on himself, payable to his own order. That is to say, we have used the Bill of Exchange as if it were, effectively, a promissory note (since there was no third-party acting as a payee).

This solved the crisis, in theory. However, the template used by my client had a blank field that should be filled in with the information of a Brazilian bank, who would, under ideal conditions, be the payee of the BoE.

The field was filled in with the name of the buyer’s bank, but without many specific details about the account. Most importantly, it didn`t contain the banks written acceptance.

This is a curious fact. Obtaining the acceptance of a Brazilian bank to a Bill of Exchange is almost impossible. It is only practicable in large transaction (such as the construction of a stadium). And, to achieve that, the bank will ask for a great deal of counter guarantees from the drawer. Lawyers will review it for weeks, etc.

This is not something that is available to a regular wholesaler or small-business owner.  “Normal” people, so to speak, will use cheques.

This specific aspect of the Brazilian bank system will play a part in the story soon.

Well, after the BoEs have been signed, the client wished us to mail it to Europe, so that it could keep it in his safe.

But then another aspect of the infamous “Brazilian Cost” (the overall name for the small but persistent setbacks that haunt people who do business here) presented itself: the postal service and the courier services working in Brazil (DHL, FedEx, etc.) refused to transport the bill, unless we hired insurance. The cost of the insurance was about 15 thousand dollars.

So, the client bought a plane ticket and came here to pick them up. And that was it.

A couple months later, when the payment of the Bills was due, the Brazilian buyer asked to redeem the hard copies, so that he could make the payment.

At this point, my client told me not to worry. After all, the Bills of Exchange had been mailed (without insurance) to the client`s bank address in Brazil.

I was truly shocked to hear that.

It seems that someone in my client`s financial department just followed the standard procedure they used with other European clients and maild the Bills to the buyer`s bank, expecting the bank to pay it.

The problem is that this procedure is not even conceivable in Brazil. Mainly because Brazilian banks do not act as payees for Bills of Exchange. But also, because nobody in Brazil uses courier or mail to transfer negotiable instruments. They are always closely watched and transferred hand to hand, accompanied by a receipt of some sort.

Well, the person who signed for the delivery of the notes was a common employee of the bank, maybe a security guard or an intern, who used only his first name (which is usual). We couldn`t identify him.

After several phone calls and visits to the bank, I finally spoke to the person who handled the Bills. They ended up being directed to the foreign exchange desk, since they were written in English and “looked like an international thing”.

The person in the forex desk told me, plainly: “I kept it for a few days, then threw it in the trash bin”.

And, just like that, the BoEs were history.

Luckily, the agreement allowed us to receive payment even without the notes.  But the lawyers of the buyer demanded us to draft a series of documents, voiding the original Bill.  The payment was delayed for months, until we could formally prove that the Bill were destroyed.

The point is: Brazil is just like the rest of the world, but different. Try to adapt your business to the Brazilian system. Things will be easier this way.

sábado, 3 de junho de 2017

The fastest way to have a Brazilian company

Incorporating a company in Brazil takes time. In average, 3 months (for details about incorporation ,please see this post).

I have tried to speed up this process, but without much success. It depends on several independent things: availability of a translator, public hollidays, courier delivery, etc. 

Indeed, this is one of the aspects of Brazilian bureacracy and lack of competitivity. Each step of the task is slightly inneficient. Combined, they slow down the rythm of business. 

When the project includes a Brazilian partner, this hindrance does not matter much, because he will be expecting it and the plans would already have counted for the delay. 

But when the project is totally controlled by foreign parties, this kind of time is essentially counted as a waste. 

I have been experimenting with a system that is less safe, legally speaking, but that can be used to conduct business at a faster pace. Here it is: 

a) I will incorporate a service company in Brazil, with two nominee partners and one nominee director. The company will have the same name desired by the investor;

b) the nominee partners and directors will enter into a quota/shares sales agreement with the future investor. This agreement will allow for a 60-day period in which the buyer (the investor) will be allowed to participate in the company`s management/

c) the investor will prepare the documents required to take possession of the quotas/shares;

d) meanwhile, the Brazilian company may enter into agreements with local partner. The company will refrain from issuing invoices, however. The invoices will be issued only after the foreign investors formally acquire the quotas. 

In short, the procedure is an acquisition of shelf-company. But with some additional agreements that ensure that the foreign investor will have control over the company even before they are formally the owners. 

This strategy is more expensive than a regular incorporation. There will be extra costs with the nominee partners, with additional agreements, etc.

The advantage is that it could allow the foreign investors to conduct business in Brazil within 03 weeks, instead of 12 weeks. 

Business will be limited, of course, and this strategy will work better with service company. Also, import/export operations will not be possible at first, because any Brazilian company that is to engage in international trade must first obtain a license (the "Radar").  

Even so, this strategy will allow investors to have a legal presence in Brazil much faster than usual. 

terça-feira, 30 de maio de 2017

Ahead of the Train - Dubai is Leading the Way for Blockchain Implementation

Dubai is actively implementing blockchain technology - is it only cat talk or could the plans actually to come to life?
An interesting article about Blockchain. 

Bitcoin and Blockchain are still not very common in Brazil. But there is vibrant group of supporters of the technology here, and they have been publishing a lot of content. 

Dubai is actively implementing blockchain technology - is it only cat talk or could the 
plans actually to come to life?
The government of Dubai is actively backing the initiatives on implementation of blockchain
 technology in banking and other spheres of life. The strategy seems bright enough, however, it 
is mostly just plans for now.
Dubai authorities ambitiously state that they strive to make Dubai the first blockchain-backed
 government ever by 2020. Too good to be true?
More than Just Plans
The prospect seems real enough to believe it actually has a chance to be implemented. 
At least, many of the world leading experts think so.
According to J. Bradley Hall, Founder, Chairman and CEO at ICON CAPITAL Corp., 
a merchant bank with a portfolio of investments in digital currencies, payment systems, 
banking and gold trading in Dubai, “Dubai is an aspirational city, it is built on the vision of
 strong leadership.”