The new system established by the Brazilian Federal Revenue Service (“RFB”) for the submission of information on ultimate beneficial owners by legal entities and legal arrangements (trusts) domiciled in Brazil or abroad is now in force through the digital ultimate beneficial owner form (“e-BEF”), introduced by RFB Normative Instruction No. 2,290/2025, which amended RFB Normative Instruction No. 2,119/2022.
The purpose of the new framework is to modernize, simplify, and centralize the collection and updating of ultimate beneficial ownership information, thereby enhancing, among other objectives, the security of UBO information maintained in the National Register of Legal Entities (“CNPJ”) and aligning Brazilian requirements with international standards of corporate transparency.
Individuals identified as ultimate beneficial owners in the e-BEF will form part of the entity’s registration records maintained with the CNPJ and will be integrated into the RFB’s Registration Portal, enabling more efficient identification of individuals who ultimately exercise effective control over legal entities.
This newsletter has been prepared based on RFB Normative Instruction No. 2,119/2022, as amended by RFB Normative Instruction No. 2,290/2025, the Digital Ultimate Beneficial Owner Form (e-BEF) Manual, Version 2.0 – April 2026 (the “e-BEF Manual”), and the information currently available on the Brazilian Federal Government’s Gov.br Portal.
SCOPE LIMITATION OF THIS NEWSLETTER
This newsletter focuses on the rules applicable to Brazilian companies and foreign entities registered with the CNPJ in Brazil as a result of shareholdings or foreign direct investment in Brazilian entities. It does not address the specific rules applicable to investment funds, investment clubs, investors registered to operate in the Brazilian capital markets, or other structures subject to specific registration, supervision, or disclosure regimes.
This material provides a summary of the principal rules applicable to the structures covered within its scope and does not replace a full analysis of the applicable regulations.
WHO IS CONSIDERED AN ULTIMATE BENEFICIAL OWNER?
An ultimate beneficial owner is an individual who:
• Ultimately, directly or indirectly, owns, controls, or significantly influences an entity; or
• Is the person on whose behalf a transaction is conducted.
For these purposes, significant influence exists where the individual:
• Directly or indirectly holds more than 25% of the entity’s share capital or voting rights; or
• Holds or exercises prevailing preponderance over corporate decisions and has the power to appoint the majority of the entity’s directors/officers, even without exercising control, whether acting directly or indirectly, individually or jointly with others.
For certain structures involving entities domiciled abroad, the regulations establish specific rules regarding the presumption of significant influence. In such cases, significant influence is presumed where an individual holds an interest exceeding 20% of the share capital of the Brazilian entity, either individually or together with related persons, or where such individual directly or indirectly holds or exercises preponderance over corporate decisions and the power to appoint the majority of the entity’s directors/officers, even without exercising control.
Where more than one individual meets these criteria, all such individuals must be disclosed.
Only if no individual satisfies the criteria above should the individuals responsible for the management of the entity be reported as ultimate beneficial owners.
WHO IS REQUIRED TO FILE THE e-BEF?
Main Categories:
Type of Entity e-BEF Filing Required? Effective Date / Status
Publicly Held Corporation (Sociedade Anônima Aberta) and its Controlled Entities No Exempt
Closely Held Corporation (Sociedade Anônima Fechada) Yes Since 2026
Limited Liability Company (Sociedade Limitada) with at Least One Legal Entity Included in the CNPJ Shareholders and Managers Register (“QSA”) Yes Since 2026, regardless of revenue
General Partnership (Sociedade Simples) or Limited Liability Company (Sociedade Limitada) without a Legal Entity in the QSA and with Annual Revenue Exceeding BRL 78 Million in the Previous Year Yes As of January 1, 2027
General Partnership (Sociedade Simples) or Limited Liability Company (Sociedade Limitada) without a Legal Entity in the QSA and with Annual Revenue Exceeding BRL 4.8 Million and up to BRL 78 Million in the Previous Year Yes As of January 1, 2028
General Partnership (Sociedade Simples) or Limited Liability Company (Sociedade Limitada) without a Legal Entity in the QSA and with Annual Revenue of up to BRL 4.8 Million in the Previous Year No Exempt
Single-Member Limited Liability Company without a Legal Entity in the QSA No Exempt
Single-Member Law Firm (Sociedade Unipessoal de Advocacia) No Exempt
Sole Proprietorship or Individual Microentrepreneur (MEI) No Exempt
Publicly held corporations (sociedade anônima aberta) and their controlled entities are expressly listed among the exempt Brazilian entities. The obligation to disclose ultimate beneficial owners does not apply to the portion of the capital of other entities held by such companies.
Closely held corporations (sociedade anônima fechada) are subject to the obligation to report their ultimate beneficial owners. As they are not covered by the phased implementation schedule, the rules apply to them as of 2026.
General partnerships (sociedades simples) and limited liability companies (sociedade limitada) without a legal entity in the QSA are subject to the phased implementation schedule established by the regulations. For these purposes, revenue corresponds to total gross revenue:
• Determined in accordance with Article 12 of Decree-Law No. 1,598/1977;
• Earned during the calendar year preceding the year in which the obligation arises; and
• Reported in the applicable Electronic Corporate Income Tax Return (ECF) for the relevant calendar year.
JOINT VENTURE PARTNERSHIPS (Sociedades em Conta de Participação – “SCPs”)
The e-BEF Manual expressly provides that, in the case of SCPs:
• The managing partner (sócio ostensivo); and
• The participating partners (sócios participantes)
are deemed to be ultimate beneficial owners, regardless of their respective percentage interests in the partnership’s special assets.
FOREIGN LEGAL ENTITIES
Foreign legal entities that hold rights, conduct activities, or carry out acts or transactions in Brazil for which registration with the CNPJ is required are, as a general rule, subject to the UBO disclosure requirements, subject to the applicable exemptions expressly provided by law.
Exemption Applicable to Certain Foreign Legal Entities and Their Controlled Entities
Pursuant to Article 55, Section 1, Item I, of RFB Normative Instruction No. 2,119/2022 and the e-BEF Manual, the following entities and their controlled entities are exempt from reporting ultimate beneficial ownership information:
• Entities whose shares are regularly traded on a regulated market operated by an authority recognized by the Brazilian Securities Commission (CVM) in jurisdictions that require public disclosure of significant shareholders under local regulations; and
• Entities that are not resident or domiciled in low-tax jurisdictions and are not subject to privileged tax regimes.
Where these exemption requirements are satisfied, the obligation to disclose ultimate beneficial owners also does not apply to the portion of the capital of other entities held by such exempt entities.
WHEN MUST THE e-BEF BE FILED?
The e-BEF must be submitted within 30 days of:
• Registration with the CNPJ;
• Any change in the ultimate beneficial owners; or
• The date on which an exempt entity becomes subject to the reporting obligation.
If none of the events above occur, the e-BEF must be submitted annually, by the last day of the relevant calendar year.
DOCUMENTATION
Entities must maintain supporting documentation demonstrating:
• Their exemption from the obligation to file the e-BEF; or
• The accuracy of the information reported in the e-BEF.
Such documentation must be retained for a minimum period of five (5) years, counted from the first day of the fiscal year following either (i) the date on which the individual ceased to be considered an ultimate beneficial owner or (ii) the dissolution of the entity.
WHAT ARE THE RISKS?
Failure to comply with the requirements or the submission of inaccurate information may result in suspension of the entity’s CNPJ registration and monthly fines of BRL 500.00 or BRL 1,500.00, depending on the entity’s classification, among other penalties.
Entities are encouraged to review their ownership and control structure, the criteria used to identify ultimate beneficial owners, and the relevant supporting documentation, as the new framework requires not only periodic confirmation of the information provided but also a new e-BEF filing whenever there is a change in the ultimate beneficial owners.
***
Juliana Minari Rodrigues (https://nevesebattendieri.com.br/equipe/juliana-minari-rodrigues/)
Isabella Sobral Corazza (https://nevesebattendieri.com.br/equipe/isabella-sobral-corazza/)