Corporate transparency and anti-money laundering prevention remain top priorities for global and Brazilian regulatory authorities. In alignment with these guidelines, the Brazilian Federal Revenue Service (RFB) has updated the rules regarding the Declaration of Ultimate Beneficial Owner (UBO), through Normative Instruction RFB No. 2,290/2025, which came into effect on January 1, 2026, amending IN RFB No. 2,119/2022.
Below we highlight the main changes brought by the legislation, who is obligated to declare, the deadlines, and the consequences of non-compliance.
What is an Ultimate Beneficial Owner?
The ultimate beneficial owner is the natural person (individual) who ultimately, directly or indirectly, owns, controls, or exercises significant influence over an entity, or on whose behalf a transaction is conducted.
When is Significant Influence Established?
Significant influence occurs when the natural person:
- Holds more than 25% of the entity’s corporate capital or voting rights.
- Exercises preponderance in corporate deliberations and holds the power to elect the majority of administrators, even without formal control.
Attention to the Innovation of IN 2,290/2025: If there is no natural person who meets the above criteria throughout the entire corporate chain, the administrators of the entity (even if foreign) must be indicated as ultimate beneficial owners.
The following are considered ultimate beneficial owners, regardless of their participation:
- in silent partnerships (sociedades em conta de participação): the ostensive and participating partners; and
- in trusts: the settlors, trustees, protectors, beneficiaries, and any other natural person exercising ultimate effective control.
When the natural person identified as the ultimate beneficial owner does not reside in the country, the data of the legal representative or attorney-in-fact, if any, must be provided.
The natural persons identified as ultimate beneficial owners will compose the corporate registration data in the CNPJ and will be integrated into the RFB’s Registration Portal.
Who is obligated to declare?
The obligation to submit the Digital Form of Ultimate Beneficial Owners (e-BEF) covers a wide range of entities domiciled in Brazil and abroad.
Brazilian Entities
Legal entities and other entities domiciled in Brazil (civil and commercial companies, associations, cooperatives, foundations) are obligated, even if their registration status is suspended or unfit, provided they engage in activities requiring a CNPJ.
The following are exempt from the obligation, among others:
- Public Companies and Mixed-Capital Companies
- Publicly Traded Corporations and their subsidiaries
- Individual Microentrepreneurs or Individual Entrepreneurs
- Single-Member Companies
Foreign Entities
Entities or legal arrangements (including trusts) domiciled abroad that hold rights, carry out activities, or perform acts in Brazil requiring a CNPJ are also obligated.
Exceptions for Foreign Entities:
- Total Exemption: Publicly traded companies in markets recognized by the CVM (outside tax havens), international organizations, central banks, sovereign wealth funds, among others.
- Submission only Upon RFB Request: Financial market intermediaries and regulated institutions (global custodians, banks), provided they do not exercise significant influence over an entity domiciled in Brazil.
In the case of foreign entities exempt from the obligation, significant influence is presumed when the natural person holds more than 20% of the corporate capital or exercises preponderance in corporate deliberations and holds the power to elect the majority of administrators, even without controlling it.
Deadlines for e-BEF Submission
The submission of the e-BEF must occur within 30 days from:
- CNPJ registration;
- Change of ultimate beneficial owners;
- Loss of exemption status.
Additionally, an annual periodic update is required by the last day of each calendar year.
Schedule for e-BEF Requirement (Annex XVI)
The submission of the e-BEF follows a progressive schedule for certain entities:
| Start Date | Obligated Entities |
| January 1, 2027 | Simple and limited liability companies with revenues > BRL 78 million.Foreign entities investing in financial/capital markets.Non-profit entities receiving public funds (except the ‘S System’). |
| January 1, 2028 | Simple and limited liability companies with revenues > BRL 4.8 million.Investment funds for supplementary pension plans/foreign insurance.Pension entities and pension funds (Brazil or abroad). |
Important: Entities not referred to above, as well as limited liability companies with at least one legal entity in their Board of Partners and Administrators (QSA), are already obligated to declare immediately.
What happens if the entity fails to declare?
Proof of e-BEF submission will be required as evidence of tax regularity, including for purposes of CNPJ registration, amendment, or cancellation.
Entities that fail to submit the e-BEF, or submit it with omissions or inaccuracies, and fail to regularize within the period granted by the RFB, will have their CNPJ registration suspended and will be prevented from transacting with banking establishments, including the movement of checking accounts, financial investments, and obtaining loans.
The application of fines is also foreseen, calculated per month or fraction of a month, with values varying according to the size and tax regime.
The provision of false information may attract criminal liability, in the case of the crime of ideological falsehood.
How can LBM help?
Correctly identifying the ultimate beneficial owner, especially in complex corporate chains or involving foreign entities, requires thorough legal analysis.
The corporate team at LBM Advogados is available to assist your organization in mapping ultimate beneficial owners, analyzing classifications, and preparing and submitting the e-BEF.