The Brazilian Federal Revenue Service (Receita Federal do Brasil – RFB) has overhauled the rules for reporting ultimate beneficial owners (UBOs) through Normative Instruction RFB No. 2,290/2025, which amends Normative Instruction RFB No. 2,119/2022.

As of January 1, 2026, all entities subject to the regime, whether domiciled in Brazil or abroad, must report their UBOs through a new digital form, the e-BEF. The most significant change is that UBO reporting now includes an annual filing requirement, even where there have been no changes to the reportable information. Entities that do not comply may have their Brazilian Taxpayer’s Registry (CNPJ) suspended.

1. Key Changes

• Annual filing: every in-scope entity must complete its first e-BEF filing by December 31, 2026. Thereafter, the entity must still file the e-BEF by December 31 of that year even if its ownership structure remains unchanged.
• 30-day filings: the e-BEF must be filed within 30 days of (i) CNPJ registration, for the initial filing; (ii) any change in the entity’s UBOs, including changes in ownership percentages, voting rights, or type of interest; or (iii) the date on which a previously exempt entity becomes subject to the obligation.
• Phased implementation: certain categories of entities become subject to the regime only from 2027 or 2028. However, Brazilian limited liability companies with at least one corporate quotaholder are outside this phased schedule and, unless exempt, are subject to the regime from 2026, regardless of revenue.

2. Who is an Ultimate Beneficial Owner

A UBO is any individual who, ultimately and directly or indirectly, owns, controls or has significant influence over the entity. Significant influence exists where the individual:

• holds more than 25% of the share capital or voting rights, directly or indirectly; or
• directly or indirectly, acting individually or jointly, has prevailing power in corporate resolutions and the power to elect the majority of the managers, even without controlling the entity.

Specific rules also apply to certain foreign entities and investment structures. These include a separate significant-influence test for certain foreign investors, which should not be confused with the criteria for identifying an individual UBO.

No qualifying individual

If no individual meets the applicable UBO criteria, an entity subject to reporting must identify the individuals who exercise its management as UBOs for reporting purposes.

3. Entities Required to File

Brazilian entities: all entities required to hold a CNPJ (including companies, associations, cooperatives, and foundations) are generally within scope, including those with a suspended or inactive CNPJ (inapta, in Portuguese). Every in-scope entity in a corporate chain must file on its own behalf.

Foreign entities: legal entities and legal arrangements domiciled abroad, such as trusts and foreign funds, that hold rights, carry on activities, or enter into transactions in Brazil that require a CNPJ.

Main Exemptions: Certain entities are exempt from reporting the UBO, among which are:

• Brazilian public administration bodies, state-owned companies and mixed-capital companies;
• Brazilian listed companies (companhias abertas, S.A.) and their subsidiaries;
• sociedades simples and limited liability companies with annual revenue of up to BRL 4.8 million and no legal entities among their partners;
• certain non-profit entities and investment funds regulated by the CVM (Brazilian Securities Exchange Commission);
• foreign listed companies and their subsidiaries, provided that (a) their shares are regularly traded on a regulated market overseen by an authority recognized by the CVM, in a country that requires public disclosure of relevant shareholders, and (b) they are not resident in a low-tax jurisdiction or subject to a privileged tax regime;
• foreign public bodies, such as multilateral organizations, central banks and sovereign wealth funds, and entities they control; and
• qualifying collective investment vehicles, such as those with at least 100 investors, none with significant influence, professional discretionary management, investor protection and a diversified portfolio.

Exempt entities do not need to file an exemption declaration, but must keep the documents proving the exemption. Exemptions should be assessed on an entity-by-entity basis. The presence of a listed company or another exempt entity in the ownership chain should not, by itself, be treated as confirmation that every group entity is exempt.

4. Information to be reported

The e-BEF requires information identifying the reportable UBOs and explaining the basis and period of their status. Additional identification and tax-residence information is required for foreign individuals without a Brazilian individual taxpayer number (CPF), including a copy of personal documents. Each in-scope entity must report its own UBO information, even where other group entities have the same UBOs.

5. Documents to Keep on File

The new regime generally replaces the routine submission of supporting corporate documentation with a recordkeeping obligation. Entities must retain evidence supporting their reported UBO information or exemption status and make it available to the RFB upon request. Depending on the structure, this may include corporate records and evidence tracing the chain of ownership and control. Foreign documents must be notarized and apostilled (or legalized before the Consulate) before being sent to Brazil.

The minimum retention period is five years, counted from the first day of the year following the date on which the individual ceased to qualify as a UBO or the entity was closed, as applicable.

6. Penalties

Non-compliance may result in administrative penalties and, in cases involving false information, potential criminal liability. These consequences are not necessarily mutually exclusive.

Why this matters in practice

An entity with a suspended CNPJ may be prevented from operating bank accounts, making financial investments, obtaining loans, and obtaining tax clearance certificates, among other restrictions. These consequences may materially affect the entity’s day-to-day operations, liquidity and financing arrangements.

Given the complexity of ownership and control structures, assessing compliance with the new regime may require more than simply identifying the ultimate parent company. Early engagement of a specialized legal team experienced in complex corporate structures and UBO reporting can help companies accurately identify the entities and individuals subject to reporting, assess available exemptions, anticipate documentation requirements, and complete the necessary filings within applicable deadlines, thereby reducing the risk of CNPJ suspension and related operational disruption.

Demarest’s Public and Regulatory Law, Corporate and Mergers and Acquisitions teams can assist in assessing the impact of the new regime on Brazilian investments, reviewing applicable exemptions and deadlines, identifying reportable UBOs, and coordinating the necessary filings and supporting documentation.