| Ultimate Beneficial Ownership Declaration
Brazilian Federal Revenue Service (“RFB”) Normative Instruction No. 2,290, dated October 30, 2025, introduced significant changes to RFB Normative Instruction No. 2,119, dated December 6, 2022, which regulates the National Legal Entity Register (“CNPJ”), especially with regard to the identification and declaration of the Ultimate Beneficial Owner. The rule establishes the Digital Form for Ultimate Beneficiaries (“e-BEF”) and sets forth new rules regarding the manner of providing information, deadlines, required documentation, and registration updates with the RFB. The obligation must be observed in accordance with the conditions described below: |
| ENTITIES SUBJECT TO THE REQUIREMENT |
| Civil and commercial companies domiciled in Brazil and registered with the CNPJ, including those with suspended or inactive registration status, as well as associations, cooperatives, and foundations.
Also included are financial institutions, investment fund managers; entities or legal arrangements domiciled abroad that perform legal acts or transactions in the country subject to registration with the CNPJ; and investment funds domiciled abroad, whose number of investors is ninety-nine (99) or fewer. |
| DEADLINES FOR 2026 |
| As of January 1, 2026, the declaration must be submitted:
Within thirty (30) days from: i. registration with the CNPJ; ii. change in Ultimate Beneficial Owner; or iii. the date on which the entity becomes subject to the requirement. In addition, it will be mandatory to update the e-BEF annually by the last day of each calendar year, even if there are no changes to the information previously provided. |
| OTHER STAGES OF IMPLEMENTATION |
| They must declare as of January 1, 2027:
Simple companies and limited liability companies with annual revenues exceeding R$ 78,000,000.00, certain foreign entities that invest in financial and capital markets, and non-profit entities that receive public funds.
Starting January 1, 2028: Simple companies and limited liability companies with annual revenues exceeding R$ 4,800,000.00, investment funds intended to receive funds from supplementary pension plans or insurance plans for individuals domiciled abroad, as well as pension funds, retirement funds, and similar entities domiciled in Brazil or abroad. |
| The following remain exempt from the obligation: (i) public companies; (ii) mixed-capital companies; (iii) publicly traded companies and their subsidiaries; (iv) individual microentrepreneurs (“MEI”); (v) single-member limited liability companies; (vi) legal entities or their subsidiaries whose shares are regularly traded on a market regulated by an entity recognized by the Brazilian Securities and Exchange Commission (“CVM”) in countries that require public disclosure of shareholders considered relevant, according to the criteria adopted in the respective jurisdiction, and that are not resident or domiciled in low-tax jurisdictions; (vii) multilateral organizations or international organizations, central banks, government entities, or sovereign wealth funds, as well as entities controlled by them; and (viii) entities that exclusively acquire exchange-traded fund quotas on the stock exchange, regulated by the CVM.
If an ultimate beneficiary owner is identified, specific information must be provided, such as: a) Complete registration data; b) Tax identification; c) Percentage of shareholding; d) Chain of control up to the individual; and e) In the case of a foreign ultimate beneficiary, designation of a legal representative resident in Brazil.
The new system significantly expands the level of detail required of the corporate structure, including the mandatory presentation of an organizational chart showing the chain of control up to the individual identified as the ultimate beneficiary owner. Entities domiciled in Brazil or abroad that fail to submit the e-BEF, submit it after the deadline, or submit it with omissions or inaccuracies will be subject to the following consequences:
· Suspension of CNPJ registration; and · Prohibition from transacting with banking institutions for: o operating checking accounts; o making financial investments; o obtaining loans.
Please contact our team should you require any additional information. |