Summary

• The provisions of RFB Normative Instruction No. 2,290/2025 have changed the process for reporting beneficial ownership information to the Brazilian Federal Revenue Service (Receita Federal).  The declaration must now be submitted through a dedicated reporting channel created for this purpose, the e-BEF.

• In addition to the existing requirement to disclose beneficial ownership information within 30 days from the incorporation of the company or from any change to a previously reported beneficial owner, the new regulation has introduced an annual filing obligation.

• The implementation of the new reporting framework will take place on a phased basis. The first phase, currently underway and ending on December 31, 2026, applies, among others, to entities controlled by foreign individuals or foreign companies that hold equity interests in Brazilian entities.

• Failure to comply with the beneficial ownership reporting requirements may result in several penalties, including the suspension of the entity’s CNPJ registration.

On January 1, 2026, the new rules regarding beneficial ownership disclosure introduced by RFB Normative Instruction No. 2,290/2025 came into effect.

The purpose of the updated regulation is to enhance corporate transparency, strengthen integrity mechanisms, and align Brazil with international best practices for combating money laundering, tax evasion, and corruption.

Among the main changes, the following stand out:

• Creation of an official channel for reporting beneficial ownership information: the e-BEF (Digital Beneficial Ownership Form) was created as an electronic system developed by the Brazilian Federal Revenue Service (Receita Federal) for the submission of beneficial ownership information.
• Frequency of filing declarations: under the new regulation, the filing deadlines are as follows:

•  Within 30 days of any of the following events: (i) the company’s registration with the CNPJ; (ii) any change in the beneficial owner of a reporting entity; or (iii) the date on which an entity previously exempt becomes subject to the reporting obligation.

• Annually: the e-BEF form must be submitted annually by the last day of the calendar year (December 31), even if there are no changes in the beneficial owners.

• Enhanced beneficial owner identification requirements: the new regulation expressly provides that managers of foreign entities who are not partners or shareholders do not qualify as beneficial owners. In addition, the regulation requires the identification of the beneficial owner through their CPF number or, if the individual is not registered with the CPF, through the following information: full name, date of birth, identification document and issuing country, country of tax residence, nationality, place of birth, residential address, and email address.
• Disclosure of administrators: if there is no natural person who qualifies as a beneficial owner under the criteria set forth in Article 53 of RFB Normative Instruction No. 2,119, the individuals responsible for managing the entity must be reported as beneficial owners.
• Document retention requirement: supporting documents related to the declaration must be retained by the reporting entity for five years from the date of the entity’s dissolution or from the date the individual ceases to qualify as a beneficial owner.
• Filing deadlines and phased implementation: the regulation also established a progressive implementation schedule for the mandatory submission of the e-BEF:

As of January 1, 2026:
• simple partnerships and limited liability companies with another legal entity as a shareholder, regardless of revenue;
• closely held corporations;
• foreign entities with a branch in Brazil or that hold equity interests in Brazilian companies;
•  non-profit entities acting as fiduciary administrators; or
• third-party asset managers.

As of January 1, 2027:
•  simple partnerships and limited liability companies without legal entity shareholders and with annual revenue exceeding BRL 78 million;
• foreign entities investing in the financial and capital markets; and non-profit entities receiving public funds, except autonomous social service entities.

As of January 1, 2028:
•  simple partnerships and limited liability companies without legal entity shareholders and with annual revenue exceeding BRL 4.8 million;
• pension investment funds and pension funds;
• pension entities; and
• similar institutions domiciled in Brazil or abroad.

Entities exempt from reporting through the e-BEF include companies under the Simples Nacional regime and other tax regimes with annual revenue of up to BRL 4.8 million, public companies, mixed-capital companies, publicly traded corporations, and their subsidiaries.

• Consequences of non-compliance: entities that fail to submit the e-BEF, or submit it with omissions or inaccuracies, will be required to regularize the issue within 30 days. Failure to cure the irregularities may result in the suspension of the entity’s CNPJ registration and may even lead to restrictions on banking transactions. Furthermore, the new regulation provides that any person who knowingly submits false information in a beneficial ownership declaration may, in principle, be subject to the crime of false statement (ideological falsehood) under the Brazilian Penal Code.

Finally, it should be noted that beneficial ownership filings submitted before January 1, 2026 and still pending review by the Brazilian Federal Revenue Service were automatically cancelled, requiring the reporting entity to submit a new declaration within the timeframe established under the new rules.