The Brazilian Federal Revenue Office (RFB) published Normative Instruction RFB No. 2,290/2025 (“IN RFB 2,290/25”), introducing significant changes to IN RFB No. 2,119/2022 and establishing the Ultimate Beneficial Owner Digital Form – e-BEF, effective as of January 1, 2026.

The measure represents a structural shift in how ultimate beneficial owner (UBO) information is declared and updated within the National Registry of Legal Entities (CNPJ). Key changes include: (i) the creation of the e-BEF form (as detailed below); and (ii) the expansion of the reporting scope, which now includes: civil and commercial societies, associations, cooperatives, and foundations (including those suspended or inactive); financial institutions and investment fund managers; and foreign entities and legal arrangements (trusts) that conduct activities in Brazil or hold assets, rights, or legal transactions requiring a CNPJ registration, subject to the specificities and exceptions provided in IN RFB 2,290/25.

What is the e-BEF?

The e-BEF is an electronic form through which entities must declare their ultimate beneficial owner information directly via the Federal Revenue’s Digital Services Portal.

This information now carries a registration status, integrating the official records of the legal entity.

Who is Required to Submit the e-BEF?

Entities Domiciled in Brazil

As a general rule, the following are required to provide UBO information:

• Business corporations and simple societies;

• Associations;

• Cooperatives;

• Foundations;

• Closely-held corporations (S.A.);

• Silent Partnerships (SCP), observing specific rules regarding the identification of the acting partner and the participant.

The following are exempt from submitting the e-BEF:

• Public administration entities, public companies, and mixed-capital companies;

• Publicly-traded corporations and their subsidiaries;

• Individual Entrepreneurs or Micro-entrepreneurs (MEI);

• Investment clubs or funds domiciled in Brazil and regulated by the Securities and Exchange Commission (CVM);

• Employer consortia;

• Single-member Limited Liability Companies, unless a legal entity is part of the Board of Partners and Officers (QSA);

• Individual Limited Liability Companies (EIRELI) — now extinct and converted into Single-member Limited Liability Companies;

• Single-member Law Firms;

• Simple or limited societies with gross revenue up to R$ 4,800,000.00 in the year prior to the e-BEF submission, provided they do not have a legal entity in their QSA;

• Non-profit entities, provided they do not receive public funds and do not act as fiduciary administrators or third-party asset managers;

• International organizations, central banks, sovereign wealth funds, and other extraterritorial institutions.

Entities Domiciled Abroad

Foreign legal entities and legal arrangements (including trusts) are now required to report UBOs if they:

• Hold rights in Brazil; or

• Perform operations or business transactions subject to CNPJ registration.

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Deadlines and Phased Implementation

IN RFB 2,290/25 established specific deadlines and a progressive implementation schedule, as set out in its Annex.

General Rule: The e-BEF must be submitted:

• Within 30 days of CNPJ registration;

• Within 30 days of any change in the ultimate beneficial owner;

• Annually, by the last day of the calendar year, if no events triggered the 30-day deadline during that period;

• Within 30 days of a change in status.

For societies that only have individuals in their QSA, implementation will be progressive based on size:

• From January 1, 2027:

  • Societies with revenue exceeding R$ 78,000,000.00;

  • Foreign entities investing in the financial and capital markets;

  • Non-profit entities receiving public funds.

• From January 1, 2028:

  • Societies with revenue exceeding R$ 4,800,000.00;

  • Funds focused on supplementary pension plans;

  • Pension entities and pension funds.

Mandatory Reporting Starting in 2026: The following must comply as of January 1, 2026:

• Societies that have a legal entity in their QSA, regardless of revenue;

• Other entities not listed in Art. 55-G of IN 2,290/2025, including foreign entities outside the phased scope.

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Penalties

Omission, delay, or incorrect information may result in:

• Suspension of CNPJ registration, preventing banking operations;

• Fines per calendar month of delay: R$ 500.00 for Simples Nacional, tax-immune, or tax-exempt companies, and R$ 1,500.00 for all other legal entities;

• Criminal liability for ideological forgery in the event of untruthful information.

The e-BEF represents a step forward in corporate transparency control in Brazil. By requiring the identification, declaration, and periodic updating of the ultimate beneficial owner before the Federal Revenue, it increases the responsibility of companies and their officers regarding due diligence in the control chain and the accuracy of the information provided.

TRIBUCI E FONSECA ADVOGADOS remains at your disposal to analyze compliance requirements and provide legal assistance in filing the e-BEF.