Alerts - Dias Carneiro Advogados

Normative Instruction of the Federal Revenue Service of Brazil (“RFB”) No. 2,290/2025 amended IN RFB No. 2,119/2022 and established the Digital Final Beneficial Owners Form (“e-BEF”). Effective January 1, 2026, the form centralizes the identification and updating of final beneficial owners of Brazilian and foreign entities subject to registration with the National Register of Legal Entities (“CNPJ”), observing exemptions and specific rules.

A final beneficial owner is any natural person who, ultimately, owns, controls, or exercises significant influence over the entity, or on whose behalf a transaction is conducted. Such influence is characterized by direct or indirect ownership of more than 25% of the capital stock or voting rights, or by holding a dominant position in corporate deliberations and the power to elect the majority of directors, exercised directly or indirectly, individually or jointly, even without controlling the entity.

Entities already required to comply in 2026 must observe the annual deadline of December 31, 2026. This deadline does not replace the 30-day timeframes applicable to specific events, nor does it accelerate the obligation for entities included in the 2027 and 2028 phases.

A. Entities Domiciled in Brazil: Requirements and Exemptions

The obligation applies to corporations, associations, cooperatives, and foundations—including those with suspended or inapt CNPJ status—that engage in acts subject to registration in the CNPJ. In 2026, it applies, among others, to closely held corporations (companhias fechadas) and limited liability companies (sociedades limitadas) that have a legal entity in their corporate structure, regardless of their revenue.

Exemptions include publicly held corporations (companhias abertas) and their subsidiaries, single-member limited liability companies (sociedades limitadas unipessoais), single-member law firms (sociedades unipessoais de advocacia), and simple or limited liability companies with revenue up to BRL 4.8 million in the preceding year and no legal entity in their corporate structure. The analysis must consider the legal nature, corporate structure, and all other applicable requirements.

B. Foreign Entities Subject to CNPJ Registration

Foreign entities and trusts holding rights or performing acts in Brazil subject to CNPJ registration are also covered, including companies holding equity interests or assets in Brazil without local operational activity. Applicable exemptions, specific rules, and the implementation schedule must be verified.

Certain entities are required to provide information only upon request by the RFB, provided they do not exercise significant influence over a Brazilian entity and meet regulatory requirements. These include global custodians, securities intermediaries, and entities wholly owned by these categories, registered via the Securities and Exchange Commission of Brazil (“CVM”); as well as foreign banks, Brazilian banks abroad, multinational banks, and representative offices of Brazilian companies abroad, registered via the Central Bank of Brazil.

For these entities, significant influence is presumed with ownership of more than 20% of the capital of the Brazilian entity, individually or together with related parties, or with a dominant position in corporate deliberations and the power to elect the majority of directors. This specific criterion differs from the “more than 25%” threshold used to identify natural person final beneficial owners.

Directors of foreign entities who are not partners or shareholders must be reported exclusively in the Board of Partners and Officers (“QSA”). If no natural person meets the criteria for a final beneficial owner, those exercising the administration of the entity must be disclosed in that capacity. For trusts, grantors/settlors, trustees, curators, beneficiaries, and other natural persons with ultimate effective control must be identified.

C. Schedule for 2027 and 2028

For simple or limited liability companies without a legal entity in their corporate structure, the following dates apply:

As of January 1, 2027: companies with revenue exceeding BRL 78 million in the year preceding the submission of the e-BEF.
As of January 1, 2028: companies with revenue exceeding BRL 4.8 million in the year preceding the submission of the e-BEF, including those that have not joined in the previous phase.

D. Annual Deadline and Situations Subject to 30-Day Filing

The e-BEF must be submitted within 30 days of: initial CNPJ registration; any change in final beneficial owners; or an entity transitioning from exempt to required status. If none of these events occur, the submission will be annual, by the last day of the calendar year, even if there are no changes. The December 31, 2026 deadline does not affect or reopen previously expired 30-day deadlines.

Updates include the addition or removal of beneficial owners, as well as changes in equity interest, voting rights, or status regarding the entity. Transitioning to exempt status must be reported within 30 days, terminating active records. For entities required to report only upon RFB request, the deadline is 30 days, extendable for an equal period upon formal request by the representative in Brazil.

E. Obligations Common to Brazilian and Foreign Entities

Entities must identify the chain of ownership and control and maintain supporting documentation for the information or exemption for at least five years, counted from the first day of the fiscal year following the loss of beneficial owner status or the dissolution of the entity.

After transmitting the e-BEF, required entities must maintain at least one active final beneficial owner registered.

F. Consequences of Non-Compliance

Failure to submit the e-BEF, reporting omitted or inaccurate information, or failing to present requested documentation may lead to CNPJ suspension, following formal notification for regularization or proof of exemption. CNPJ suspension restricts banking operations, investments, loans, and the issuance of tax clearance certificates. Banking restrictions do not apply to operations necessary for returning investment to the country of origin or fulfilling obligations predating the suspension. Late filing subjects the entity to a penalty of BRL 500.00 or BRL 1,500.00 per calendar month or fraction, depending on its classification, reduced by half if complied with before any ex officio proceeding.

It is recommended to confirm the classification of each entity and prepare the necessary measures to meet the applicable deadline. Our team is available to clarify questions and support this analysis.