On January 1, 2026, Brazilian Federal Revenue Service (Receita Federal do Brasil — “RFB”) Normative Instruction RFB No. 2,290/2025 came into effect, updating the rules for identifying and reporting beneficial owners of both domestic and foreign entities to RFB. The new regulation impact how companies operating in Brazil manage their corporate compliance obligations.
Key changes under IN 2,290/25
- Annual reporting requirement. Perhaps the most notable change is the introduction of mandatory annual beneficial ownership filings with the RFB, even when no changes have occurred. This obligation will be phased in progressively, with different entity groups subject to different implementation timelines starting in 2027.
- Subsidiary beneficial owner designation. When no individual qualifies as a beneficial owner under the applicable criteria, entities may now be required to identify individuals who exercise management functions over the reporting entity, such as directors and officers. The specific circumstances triggering this requirement are detailed in IN 2,290/25.
- Document retention. The regulation establishes specific retention periods for documentation supporting beneficial ownership information, including cases where an exemption from the reporting obligation applies. Entities must maintain these records for a minimum of five years.
- Consequences of non-compliance. Beyond penalties already established under prior regulations (such as suspension of the CNPJ registration), IN 2,290/25 now provides for monetary penalties for late filings.
Additionally, IN 2,290/25 introduces a new electronic reporting form — the Digital Beneficial Ownership Form (Formulário Digital de Beneficiários Finais — “e-BEF”) — which will enhance the RFB’s capacity to monitor compliance with these obligations.
Entities subject to the requirement
The obligation to report beneficial owners applies to civil and commercial companies, associations, cooperatives, and foundations domiciled in Brazil, as well as foreign entities that hold rights (such as real estate or bank accounts) or equity interests in the country.
Certain entities are exempt from reporting due to their presumed transparency or because their owners are already identified by virtue of their corporate structure. These include sole-partnership limitadas, publicly traded companies and governmental entities, among others listed in IN 2,290/25.
Criteria for identifying a beneficial owner
Under the regulation, a beneficial owner is defined as the natural person who ultimately owns, controls, or exercises significant influence over an entity, or on whose behalf a transaction is conducted.
Significant influence is established when a natural person holds more than 25% of the share capital or voting rights (20% for foreign-domiciled entities), whether directly or indirectly; or holds a dominant position in corporate deliberations and the power to elect the majority of directors, even without outright control.
Information required in the e-BEF
The e-BEF requires data enabling global traceability of the natural person who controls the entity. Mandatory information includes:
- Basis for classification: The characteristics that establish the person as a beneficial owner (e.g., holding more than 25% of share capital) and the period during which such classification applies.
- CPF Number: The beneficial owner’s Brazilian individual taxpayer registration.
For non-residents without a CPF, the following must be provided:
- Full name and date of birth
- Passport or official identification number, with issuing country
- Country of tax residence and respective Tax Identification Number (TIN)
- Nationality and place of birth
- Complete permanent residential address, including country
- Contact email address
Legal representative: If the beneficial owner is a non-resident required by law to have a representative in Brazil, the name, address, and CPF of such attorney or representative must also be disclosed.
Required supporting documentation
Entities must keep available for the RFB, for a minimum period of five years, all documentation supporting the information provided or justifying any applicable exemption.
For foreign entities, required documents include:
- Articles of Incorporation: Copies of constitutive documents or amendments duly registered in the country of origin
- Power of Attorney: Copy of the instrument appointing the legal representative in Brazil, with powers to manage assets and represent the entity before the RFB
- Organizational charts: Diagrams showing the entire corporate chain, identifying each level of ownership up to the natural person
- Translation and apostille: For documents originating abroad, sworn translation and apostille certification are prerequisites for validity
Consequences of omission or false information
Entities that fail to comply with beneficial ownership reporting obligations are subject to sanctions including suspension of their CNPJ registration, restrictions on banking transactions, and fines as provided under current legislation. Also, providing false information may constitute the crime of ideological falsity under Brazilian law.
If you have questions about how IN 2,290/25 affects your Brazilian operations or need assistance preparing for the new e-BEF filings, we are ready to help. Contact us to discuss your specific situation.
