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Normative Instruction No. 2,290/2025 issued by the Brazilian Federal Revenue Service (RFB) introduced significant changes to Normative Instruction No. 2,119/2022, which governs the National Register of Legal Entities (CNPJ), especially regarding the identification and reporting of the Ultimate Beneficial Owner. The changes directly affect how information is to be submitted, applicable deadlines, required documentation, and the logic for updating registration data with the Federal Revenue Service.

Entities required to provide information on their Ultimate Beneficial Owners shall submit the Digital Ultimate Beneficial Owner Form (e-BEF). The new form aims primarily to prevent the misuse of corporate structures for illicit purposes, increase transparency in economic and financial relationships, and strengthen efforts to combat money laundering, corruption, and tax evasion. The measure also seeks to align Brazil with international recommendations from the FATF and the OECD, while improving risk management and tax oversight mechanisms.

In general, entities required to report their Ultimate Beneficial Owner include civil and commercial companies, associations, cooperatives, and foundations domiciled in Brazil and registered with the CNPJ, including those with suspended or inactive status. Financial institutions, investment fund managers, and entities or legal arrangements domiciled abroad that carry out acts or legal transactions in Brazil subject to CNPJ registration are also included. Exemptions remain for, among others, state-owned companies, mixed-capital companies, publicly traded companies and their subsidiaries, small businesses , and single-member limited liability companies.

Regarding deadlines, the general rule establishes that the declaration must be submitted within thirty (30) days from the date of CNPJ registration, from the change in the ultimate beneficial owner, or from the moment the entity becomes subject to the obligation.

Additionally, an annual update of the e-BEF is now mandatory by the last day of each calendar year, even if no changes have occurred in the previously declared information.

The new regime generally comes into force on January 1, 2026, but the requirement to submit the Digital Ultimate Beneficial Owner Form (e-BEF) will be implemented in phases:

· As of January 1, 2027, simple partnerships and limited liability companies with annual revenue exceeding BRL 78 million, certain foreign entities investing in financial and capital markets, and non-profit entities receiving public funds must comply; and

· As of January 1, 2028, the obligation extends to simple partnerships and limited liability companies with revenue above BRL 4.8 million, investment funds established to receive resources from supplementary pension benefit plans or insurance plans held by persons domiciled abroad, as well as pension funds and similar entities domiciled in Brazil or abroad.

To enable submission of the new e-BEF, certain practical measures will be required, such as issuing new powers of attorney due to the creation of a specific authorization within the Federal Revenue Service system, submitting updated and duly legalized corporate documents in case of changes to the corporate structure, and preparing a corporate organizational chart that clearly reflects the chain of control and ownership.

Where an ultimate beneficial owner is identified, specific information must be provided, varying depending on whether the individual is Brazilian or foreign. This includes registration data, tax identification, ownership interest, and, in the case of foreign individuals, the appointment of a legal representative residing in Brazil. It is important to highlight that, under the new model, the e-BEF becomes either an annual or event-driven declaration, whenever there are relevant corporate changes, reinforcing the need for prior planning and organization of corporate information.

Entities domiciled in Brazil or abroad that fail to comply with the changes introduced by Normative Instruction No. 2,290/2025 or fail to submit the e-BEF as required – or submit it with omissions or inaccuracies – will have their CNPJ registration suspended and be prevented from transacting with banking institutions, including operating checking accounts, making financial investments, and securing loans.