Brazilian Federal Revenue issues Normative Instruction No. 2,290/2025 on Ultimate Beneficial Owners

Brazilian Federal Revenue Normative Instruction No. 2,290/2025, in force as of January 1, 2026, introduced significant changes to the rules governing the identification and reporting of ultimate beneficial owners to the Brazilian Federal Revenue Service (“Receita Federal do Brasil” – “RFB”).

The following entities are required to report their “ultimate beneficial owner” through a specific electronic form for the submission of such information to the Federal Revenue Service (“e-BEF”):

1. Civil and commercial entities (including, for example, silent partnerships  – “sociedades em conta de participação” – and investment funds), associations, cooperatives and foundations, including those whose activities are suspended or that are considered unable to conduct their business, domiciled in Brazil, which carry out activities or perform acts or legal transactions within Brazilian territory for which registration with the National Registry of Legal Entities (“CNPJ”) is mandatory; and
2. Legal entities and legal arrangements (such as trusts) domiciled abroad that hold rights, carry out activities, or perform acts or legal transactions in Brazil for which registration with the CNPJ is mandatory.

Although the list of entities required to report their ultimate beneficial owner has been expanded under the new regulation, it also provides for exceptions – including, among others, publicly held companies, individual businesses (“empresário individual”) and individual microentrepreneurs (“MEIs”), companies with annual revenue below BRL 4.8 million that do not have a legal entity among their shareholders, non-profit entities that do not receive public funds and do not act as fiduciary administrators or asset managers for third parties, sovereign wealth funds (“fundos soberanos”), and certain foreign legal entities and foreign investment funds that meet specific requirements, among others – which must be assessed on a case-by-case basis.

We emphasize that all entities subject to the new normative instruction must resubmit their ultimate beneficial owner information electronically through the e-BEF, in order to ensure compliance with the new applicable guidelines, regardless of whether they have submitted ultimate beneficial ownership information in the past. Such resubmission must generally occur by the end of 2026, although in certain cases the deadline may extend to the end of 2027 or 2028. Thereafter, the information must be submitted annually, even if there has been no change or update to the ultimate beneficial owner.

In addition, the regulation establishes that the entities described above must submit the e-BEF within 30 days from the enrollment with the CNPJ, any change in the ultimate beneficial owners, or the end of any exemption from the obligation to provide such information.

There are significant penalties for delays, omissions or inconsistencies, including suspension of the CNPJ, among others.

Given that this is a recent regulation, we recommend that entities assess, as soon as possible, whether they are required to comply with this procedure and, if so, that they resubmit the required information in accordance with the format currently required by the Brazilian Federal Revenue Service, in order to avoid penalties or future challenges.

Demarest’s M&A team remains available to provide assistance related to this topic.