Disclosure of Ultimate Beneficiaries to the Brazilian Federal Revenue Department

“`html id=”90431″

Quick read:

• The Brazilian Federal Revenue Department (“RFB“) has issued updated rules for the disclosure of ultimate beneficial owners of foreign companies that hold certain assets (including shares in private companies) in Brazil, now governed by Normative Instruction RFB 2,290/2025 (“IN 2,290/2025“), which became effective on 1 January 2026.
• Under the new rules, disclosure via the e-BEF (Digital Ultimate Beneficial Owners Form) is no longer a one-time event: it must be confirmed annually by 31 December, even where there are no changes to the beneficial ownership chain.
• Non-compliance will suspend the company’s CNPJ registration, preventing its Brazilian subsidiary from managing bank accounts, making investments, obtaining loans and, critically, classifying any foreign exchange operation with the Central Bank of Brazil.

Background

On 1 January 2026, IN 2,290/2025 came into force, replacing the rules governing the National Register of Legal Entities (known as the “CNPJ“) and superseding the previous framework established by Normative Instruction RFB 1,863/2018. The new instruction consolidates and significantly tightens the beneficial ownership disclosure regime, introducing mandatory annual confirmation, shorter registration deadlines and explicit monetary and criminal penalties for non-compliance.

These changes are consistent with Brazil’s continued commitment to fighting corruption and preventing money laundering and tax evasion, and form part of Brazil’s ongoing engagement with the OECD accession process.

What entities must disclose the ultimate beneficial owners?

The obligation to disclose falls on entities domiciled abroad which hold rights over Brazilian:

• real estate, vehicles, ships, aircraft and other types of vessels;
• bank accounts, stock holdings or investments in the financial and capital markets; or
• shares or other types of corporate holdings in entities outside the capital markets.

Foreign entities that carry out activities related to leasing, chartering of vessels or equipment, simple leases, or that import goods without foreign exchange coverage for the purpose of paying up capital of Brazilian companies, are also bound to disclose.

What entities are exempt from disclosing the ultimate beneficial owners?

The following entities do not require registration of the ultimate beneficial owners:

• foreign entities registered as public entities (listed or not) in Brazil or in countries where it is mandatory to disclose all relevant shareholders;
• not-for-profit entities that do not act as fiduciary managers (provided they are not registered in tax-favoured or privileged tax regime jurisdictions);
• multilateral institutions, central banks and government entities (including those linked to sovereign funds);
• private pension funds, health funds and investment vehicles with traded securities regulated by authorities in their country of origin, where those authorities are deemed acceptable by Brazil’s Securities and Exchange Commission (CVM).

Who is a “beneficial owner”?

NI 2,290/2025 defines “beneficial owner” as the natural person who ultimately, directly or indirectly, owns, controls or significantly influences the entity, or on whose behalf a transaction is made. “Significant influence” is found where a natural person, directly or indirectly:

• holds more than 25% of the capital of the legal entity;
• holds or exercises dominance in corporate resolutions; or
• has the power to elect the majority of the legal entity’s directors, even without having ultimate control over the entity.

Where no natural person can be identified as meeting the 25% threshold or any of the other criteria above, NI 2,290/2025 requires the entity to report its statutory directors or officers as “subsidiary” beneficial owners. It is no longer permissible to declare that the entity has no beneficial owner: the regulation requires the nomination of a responsible natural person at the highest level to ensure accountability.

What documents must be provided?

Each foreign entity that holds shares in a Brazilian company must file with the RFB the following documents for the purposes of maintaining its CNPJ registration:

• a copy of the articles of association, bylaws, constitution or equivalent (as applicable) or a current company extract;
• a copy of the company director’s legal ID or passport;
• a copy of the minutes of the shareholders’ meeting appointing the directors, or an equivalent document showing the powers held by the directors (if not available in the company’s foreign registration documents);
• a certified copy of the power of attorney (if the person is not appointed in the company’s foreign registration documents) appointing a Brazilian individual who is a permanent resident with powers to manage the assets and rights of the legal entity in Brazil, represent the company before the tax authorities and be served on behalf of the company;
• a certified copy of the ID of the attorney-in-fact as registered with the Federal Revenue Department;
• a list of the company’s shareholders and directors; and
• for purposes of UBO disclosure specifically, a digitally signed corporate organisation chart or a full-content certificate issued by the relevant foreign commercial registry, confirming the complete ownership chain up to the ultimate natural person.

All documents originating outside Brazil must be apostilled under the Hague Apostille Convention, which applies to the vast majority of relevant jurisdictions. For countries that are not party to that Convention, legalisation at the Brazilian consulate or embassy remains required. All documents must be translated by a sworn translator registered in Brazil.

Documents must be submitted through the Redesim portal.

By when must documents be provided?

Under NI 2,290/2025, beneficial ownership information must be submitted within 30 calendar days of the entity’s enrollment with the CNPJ or from the date of any subsequent change in the corporate chain. A single 30-day extension may be requested where duly justified. This represents a significant tightening of the previous 90-day standard.

Annual submission requirement

A key change introduced by NI 2,290/2025 is the mandatory annual confirmation of beneficial ownership data via the e-BEF. Even where there are no changes to the UBO chain, the e-BEF must be submitted by 31 December of each calendar year. Failure to confirm the data annually triggers the same CNPJ suspension consequences as failure to report beneficial ownership in the first instance.

What are the consequences of non-compliance?

Legal entities that fail to comply with the requirements of NI 2,290/2025 face the following consequences:

• CNPJ suspension. A suspended CNPJ prevents the entity from participating in public procurement and, in practice, causes its Brazilian subsidiary to face difficulties obtaining credit with suppliers and financial institutions.
• Banking and foreign exchange restrictions. Non-compliant companies may not carry out banking transactions, including moving funds in and out of accounts, making investments and obtaining loans. Critically, under the foreign exchange framework established by Law 14,286/2021, CNPJ suspension directly affects the company’s RDE-IED (Foreign Direct Investment) registration in the Central Bank system. This means that any foreign exchange operation, including the remittance of dividends or the repatriation of capital, will be blocked at the classification stage, effectively freezing the movement of funds. The only exceptions are transactions necessary for actual repatriation of capital and to honour obligations incurred prior to suspension.
• Monetary penalties. NI 2,290/2025 introduces financial penalties for late or inaccurate submissions, applicable in addition to CNPJ suspension.
• Criminal liability. The new regulation explicitly invokes the concept of “ideological falsehood” (falsidade ideologica) under Brazilian criminal law for those who provide false or misleading UBO data. Directors, attorneys-in-fact and other individuals who sign off on inaccurate submissions may face personal criminal exposure.

“`

Brazil Brazilian Federal Revenue Department Compliance Tax Transparency UBO Ultimate Beneficial Owner Ultimate Beneficiary

Last modified: 4 April 2026