New rules on the declaration of ultimate beneficial owners of Brazilian and foreign companies in Brazil

Effective as of January 1, 2026, and with a phased implementation schedule, Normative Ruling (Instrução Normativa) No. 2,290/2025, issued by Brazil’s Federal Revenue Service (Receita Federal), updated the rules governing the declaration of Ultimate Beneficial Owners (UBO) in Brazil for both Brazilian and foreign companies.

What is a UBO?

UBO is a natural person who, ultimately, directly or indirectly, owns, controls or significantly influences an entity, or in whose name a transaction is conducted.

Significant influence is characterized when the natural person, directly or indirectly: (i) holds more than 25% of the entity’s share capital or voting rights; or (ii) acting individually or jointly, holds or exercises preponderance in corporate resolutions and the power to elect the majority of the entity’s officers, even without controlling it.

Are foreign entities required to file a declaration?

In addition to civil and business companies, associations, cooperatives and foundations domiciled in Brazil that carry out an activity or engage in a legal act or transaction in Brazilian territory for which registration with the CNPJ is mandatory, legal entities or legal arrangements (trusts) domiciled abroad that hold rights, carry out an activity or engage in a legal act or transaction in Brazil for which registration with the CNPJ is mandatory are also required to declare their UBOs to Brazil’s Federal Revenue Service through the Digital Ultimate Beneficial Owner Form (e-BEF).

Which foreign entities are exempt from filing a declaration?

Exempt from this obligation are the foreign legal entities and their foreign subsidiaries whose shares are regularly traded on a market regulated by an entity recognized by the CVM in countries that require public disclosure of relevant shareholders under the criteria adopted in that jurisdiction, provided they are not residents or domiciled in countries with favorable taxation or subject to a privileged tax regime.

The CVM’s recognition of foreign regulatory entities stems from bilateral cooperation and information-exchange agreements—known as Memoranda of Understanding—entered into between the Brazilian securities regulator and the respective foreign securities regulators.

When to declare the entity’s officers?

For both Brazilian and foreign entities, when no natural person meets the legal criteria for UBO, as explained above, the entity must, unless it is exempt from the reporting obligation, identify its officers as UBOs, a possibility that did not exist in the past.

What are the applicable deadlines?

For both Brazilian and foreign entities, the e-BEF must be filed within 30 days of: (a) the entity’s registration with the CNPJ; (b) any change in the reported UBOs; or (c) the date on which the entity becomes subject to the obligation.

In addition, the rule establishes a mandatory annual update of the declaration by the last day of each calendar year, even where there has been no change to the previously reported information, for both Brazilian and foreign entities.

How does the phased implementation schedule work for foreign entities?

The requirement follows a phased implementation schedule. As for the foreign entities who are required to file a declaration, the obligation extends to (i) the foreign entities whose purpose is to invest in the financial and capital markets, and nonprofit organizations that receive public funds (except Serviço Social Autônomo entities) as of 2027; (ii) pension entities, pension funds and similar institutions domiciled in Brazil or abroad, as of 2028; and (iii) all other foreign entities, as of January 1, 2026.

What are the penalties for non-compliance?

Failure to comply with the UBO obligations may result in the suspension of the entity’s CNPJ registration, which may or may not be preceded by a notice giving the entity 30 days to regularize its situation or submit supporting documentation. Suspension of the CNPJ prevents the entity from carrying out banking transactions and other financial operations, which may significantly disrupt its operations in Brazil.

In addition to registration suspension, the omission, delay or inaccuracy of the reported information subjects the entity to monthly monetary fines. The new rule also provides for criminal liability for anyone who submits false information for purposes of registering the UBO, reinforcing the declaratory nature and seriousness of the obligation.

Conclusions

Normative Ruling RFB No. 2,290/2025 represents a structural change to Brazil’s corporate transparency rules. With the creation of the Digital Ultimate Beneficial Owner Form (e-BEF), the expanded scope of the obligation, and the phased compliance schedule running through 2028, the matter is no longer a mere registration formality and is now a permanent part of companies’ compliance and corporate governance agendas.

Foreign companies deserve special attention. The complexity of international corporate chains, the existence of exemptions that require careful interpretation, and fixed filing and updating deadlines create a complex set of requirements. Failure to comply with these requirements — even if unintentional — may result in the suspension of the CNPJ and the imposition of penalties.

In this context, what matters most is not merely complying with the rule but correctly applying it to each entity’s corporate structure and circumstances. Given the range of exemptions, deadlines and documentary requirements set out in the Normative Ruling, an individualized technical analysis is essential to ensure the company’s compliance with the requirements of Brazil’s Federal Revenue Service.