New regulation strengthens transparency and expands ultimate beneficial owner reporting requirements for entities in Brazil

Brazil has recently updated the regulations governing the identification and reporting of ultimate beneficial owners (UBOs), i.e., the individuals who ultimately own, control, or exercise significant influence over entities, including companies, investment funds, and not-for-profit organizations.

The Brazilian Federal Revenue Office issued Normative Instruction RFB No. 2.290/2025, which amended Normative Instruction RFB No. 2.119/2022 and updated the rules applicable to this matter in Brazil.

The new regulation does not change the concept of an ultimate beneficial owner, but it significantly modifies how this obligation must be fulfilled, most notably by introducing an annual requirement to review, confirm, or update such information, even when there have been no changes to the entity’s corporate or control structure.

Until now, UBO reporting was generally linked to specific events, such as the entity’s organization or changes to its registration information. Under the new regulations, entities subject to the requirement must review, confirm, or update this information annually, by the last day of the relevant calendar year, even if no changes have occurred. In addition, the e-BEF (electronic Ultimate Beneficial Owner Form) must be submitted within 30 days of the entity’s registration with the National Corporate Taxpayers’ Register (CNPJ), any change in its ultimate beneficial owners, or the date on which an entity previously exempt from the requirement becomes subject to it.

An ultimate beneficial owner continues to be defined as an individual who ultimately, directly or indirectly, owns, controls, or exercises significant influence over an entity. Significant influence exists when an individual directly or indirectly holds more than 25% of the entity’s capital stock or voting rights, or when, acting individually or jointly with others, the individual holds or exercises a controlling influence over corporate resolutions and the power to elect a majority of the entity’s managers.

The main innovation introduced by Normative Instruction RFB No. 2.290/2025 is the creation of the e-BEF, which is now the mandatory channel for submitting this information to the Brazilian Federal Revenue Office.

Under the new model, entities must not only identify their ultimate beneficial owners, but also provide the information supporting such classification and the relevant period, as well as retain documentation evidencing the chain of control or influence leading to the individual who is the ultimate beneficial owner.

The regulations, however, provide for specific exemptions. Among these, Article 55, paragraph 1, I, of Normative Instruction RFB No. 2.119/2022 exempts legal entities domiciled abroad, as well as their controlled companies, whose shares are regularly traded on a market regulated by an entity recognized by the Brazilian Securities Commission (CVM), in a country that requires the public disclosure of shareholders considered to be significant, provided that such entities are not resident or domiciled in a country with favorable taxation or subject to a privileged tax regime.

In this case, it is not necessary to trace the corporate chain relating to the portion of the capital held by the exempt foreign entity, pursuant to Article 54, paragraph 5, coupled with Article 55, paragraph 12. The exemption, however, does not extend to Brazilian companies controlled by a foreign publicly-held company. This obligation arises from the head paragraph of Article 54, while the exception set forth in paragraph 1, III applies to publicly-held companies and their controlled companies among entities incorporated in Brazil. If no individual meets the ultimate beneficial owner criteria set forth in Article 53, the individuals who manage the Brazilian entity must be reported, pursuant to Article 54, paragraph 4.

The requirement must also be considered in light of the implementation schedule. In the case of sociedades simples and limited liability companies (sociedades limitadas) with no legal entity listed in their List of Members and Managers (QSA), the requirement will apply as of January 1, 2027 to those with revenues exceeding R$ 78 million in the preceding year and, as of January 1, 2028, to those with revenues exceeding R$ 4.8 million. Entities that do not exceed the latter threshold are not covered by the implementation phases currently established. Limited liability companies with at least one legal entity listed in their QSA, however, have been subject to the e-BEF requirement since January 1, 2026, regardless of revenue, a scenario that, in practice, covers the vast majority of Brazilian subsidiaries of foreign groups. Privately-held corporations (sociedades anônimas de capital fechado), which are not included in the phased implementation schedule, have likewise been subject to the requirement since 2026.

Noncompliance may result in the suspension of the entity’s CNPJ registration and restrictions on transactions with banking institutions, following notice granting a 30-day period to cure the default or demonstrate that the entity qualifies for an exemption, in addition to applicable penalties due to the delay.

The submission of false information may also, in principle, give rise to liability for misrepresentation on a public or private document.

Two practical points also deserve attention. The regulations require the digital signature of both the person responsible for submitting the information and the ultimate beneficial owners registered with an Individual Taxpayers’ Register (CPF), subject to the operational rules applicable to the e-BEF. According to the Brazilian Federal Revenue Office Manual, at this initial stage, foreign ultimate beneficial owners are not required to confirm their identification, even if they have a CPF. In addition, proof that the e-BEF has been submitted will be required whenever applicable law requires proof of good standing with the Brazilian Federal Revenue Office, including in procedures for registering, amending, or terminating a CNPJ registration.

Documentation supporting the information submitted or evidencing an applicable exemption must be retained for at least five years.

In summary, the reform preserves the core concept of an ultimate beneficial owner but significantly changes how the reporting obligation must be fulfilled, through the adoption of the e-BEF, annual reviews, specific deadlines, penalties, and a phased implementation schedule for certain entities.

* * * * * * * *

For more information on the above or other matters, please contact Maristela SA Rossetti (mar@rraa.com.br) or Gilberto Rossetti (gmr@rraa.com.br).

This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice or as a comprehensive analysis of the matters referred to herein.