Ultimate Beneficial Owners:
Disclosing to the RFB
Foreign companies holding assets or shares in Brazil must register their ultimate beneficial owners with the Federal Revenue Department and confirm that information every year. Failure to comply suspends the CNPJ and freezes all foreign exchange operations, including dividend remittances.
Get in TouchNew rules from 1 January 2026: IN RFB 2,290/2025 replaces the previous UBO framework and significantly tightens disclosure requirements for foreign entities with Brazilian assets.
Annual confirmation required: The e-BEF must be resubmitted by 31 December each year, even where nothing in the ownership chain has changed.
CNPJ suspension blocks everything: Non-compliance freezes banking, credit and all foreign exchange operations, including dividend remittances and capital repatriation.
Criminal exposure for false filings: Directors and attorneys-in-fact who sign off on inaccurate UBO data face personal criminal liability under Brazilian law, regardless of where they are located.
A compliance obligation that directly affects the ability to move money in and out of Brazil.
Since 2018, the Brazilian Federal Revenue Department (RFB) has required foreign entities holding Brazilian assets to disclose their ultimate beneficial owners. IN RFB 2,290/2025, which came into force since 1 January 2026, consolidates and substantially strengthens that framework, superseding IN RFB 1,863/2018.
The most significant change is the introduction of mandatory annual confirmation. Under the old rules, UBO disclosure was effectively a one-time event triggered by changes in the ownership chain. Under the new rules, the e-BEF must be resubmitted by 31 December every year regardless of whether any changes have occurred.
The practical consequences of non-compliance are severe. A suspended CNPJ does not merely create administrative inconvenience: under the foreign exchange framework established by Law 14,286/2021, it directly affects the entity's RDE-IED registration with the Central Bank of Brazil, freezing all foreign exchange operations at the classification stage.
These changes reflect Brazil's OECD accession process and its commitment to combating money laundering, tax evasion and corruption. For foreign groups with Brazilian subsidiaries, UBO compliance is not optional.
Who must disclose, and who is exempt?
✓ Entities Required to Disclose
- Foreign entities holding Brazilian real estate, vehicles, ships, aircraft or other vessels.
- Foreign entities with bank accounts, stock holdings or investments in Brazilian financial or capital markets.
- Foreign entities holding shares or other corporate interests in Brazilian companies outside the capital markets.
- Foreign entities carrying out leasing or chartering of vessels or equipment in Brazil.
- Foreign entities importing goods without foreign exchange coverage for the purpose of paying up the capital of Brazilian companies.
○ Entities Exempt from Disclosure
- Foreign entities registered as public companies (listed or not) in Brazil or in jurisdictions requiring full shareholder disclosure.
- Not-for-profit entities that do not act as fiduciary managers, provided they are not registered in tax-favoured or privileged tax regime jurisdictions.
- Multilateral institutions, central banks and government entities, including those linked to sovereign funds.
- Private pension funds, health funds and investment vehicles with traded securities regulated by authorities acceptable to Brazil's Securities Commission (CVM).
Who is an "ultimate beneficial owner"?
IN RFB 2,290/2025 defines a beneficial owner as the natural person who ultimately, directly or indirectly, owns, controls or significantly influences the entity, or on whose behalf a transaction is carried out. Significant influence is assessed across three alternative criteria.
Capital threshold
A natural person who directly or indirectly holds more than 25% of the capital of the legal entity meets the significant influence threshold. The threshold applies to direct and indirect holdings, requiring the full ownership chain to be mapped.
Dominance in corporate resolutions
A natural person who holds or exercises dominance over the entity's corporate decision-making process is treated as a beneficial owner, even without a majority capital interest.
Power to elect directors
A natural person with the power to elect the majority of the legal entity's directors qualifies as a beneficial owner, even where that person does not hold ultimate control over the entity.
No beneficial owner identified: subsidiary reporting
Where no natural person meets any of the above criteria, IN RFB 2,290/2025 requires the entity to report its statutory directors or officers as "subsidiary" beneficial owners. It is no longer permissible to declare that an entity has no beneficial owner: a responsible natural person at the highest level must always be nominated.
What must be filed with the RFB?
Each foreign entity holding shares in a Brazilian company must maintain its CNPJ registration and file the required documentation with the RFB through the Redesim portal.
All documents originating outside Brazil must be apostilled under the Hague Apostille Convention, which applies to the vast majority of relevant jurisdictions. For countries not party to that Convention, legalisation at a Brazilian consulate or embassy remains required.
All foreign-language documents must be translated by a sworn translator registered in Brazil. For the UBO filing specifically, the entity must provide a digitally signed corporate organisation chart or a full-content certificate from the relevant foreign commercial registry confirming the complete ownership chain to the ultimate natural person.
- Articles of association, bylaws, constitution or equivalent, or a current company extract
- Legal ID or passport of the company director
- Minutes of the shareholders' meeting appointing directors, or an equivalent document evidencing powers (if not in the foreign registration documents)
- Certified power of attorney appointing a Brazilian permanent resident to manage assets and represent the entity before the tax authorities
- Certified ID of the attorney-in-fact as registered with the RFB
- List of the company's shareholders and directors
- Digitally signed organisation chart or foreign commercial registry certificate confirming the full ownership chain to the ultimate natural person
When must information be provided?
On enrolment or any change
Beneficial ownership information must be submitted within 30 calendar days of the entity's initial CNPJ enrolment, or from the date of any subsequent change in the corporate chain. This is a significant reduction from the 90-day standard under IN RFB 1,863/2018.
Single extension, if justified
A single 30-day extension of the initial filing deadline may be requested where the entity can demonstrate a duly justified reason. The extension is not automatic and must be applied for within the original 30-day window.
Mandatory annual confirmation
Even where nothing in the UBO chain has changed, the e-BEF must be resubmitted by 31 December of each calendar year. Missing this deadline triggers the same CNPJ suspension consequences as a failure to file in the first instance.
The consequences of getting it wrong
IN RFB 2,290/2025 materially strengthens the enforcement regime. The consequences of non-compliance go well beyond administrative inconvenience and can directly affect the foreign group's ability to operate and move funds in Brazil.
CNPJ Suspension
A suspended CNPJ prevents the entity from participating in public procurement and causes the Brazilian subsidiary to face significant difficulties obtaining credit with suppliers and financial institutions. Suspension is the primary and automatic sanction for non-compliance.
Foreign Exchange Operations Blocked
Under Law 14,286/2021, CNPJ suspension directly affects the entity's RDE-IED registration with the Central Bank of Brazil, blocking all foreign exchange operations at the classification stage, including the remittance of dividends and repatriation of capital. The only exceptions are transactions necessary for actual capital repatriation and for honouring obligations incurred before suspension.
Monetary Penalties
IN RFB 2,290/2025 introduces specific financial penalties for late or inaccurate submissions. These monetary sanctions apply in addition to, and independently of, CNPJ suspension, and represent a material escalation from the previous framework.
Personal Criminal Liability
The new regulation explicitly invokes "ideological falsehood" (falsidade ideologica) under Brazilian criminal law for those who provide false or misleading UBO data. Directors, attorneys-in-fact and other individuals who sign off on inaccurate e-BEF submissions may face personal criminal exposure in Brazil, regardless of where they are located.
Experience in Brazilian corporate compliance
D&Q Lawyers advises foreign companies on CNPJ registration, e-BEF filings, attorney-in-fact appointments and cross-border corporate compliance in Brazil. Our practice covers the full lifecycle of a foreign group's Brazilian structure, from initial registration through to ongoing compliance, restructurings and exits.
Our founding partner, Fabiano Deffenti, has extensive experience advising multinational clients on regulatory compliance in Brazil, including beneficial ownership disclosure, foreign capital registration with the Central Bank, and the interaction between tax compliance and foreign exchange operations.
For further background on the e-BEF framework and its interaction with the CNPJ suspension regime, see the related article on suspension as an enforcement tool on LawsofBrazil.
- Brazil: Advogado
- Australia: Solicitor
- New Zealand: Barrister & Solicitor
- New York: Attorney-at-Law
UBO compliance for your Brazilian structure?
We can advise on the scope of the disclosure obligation, prepare and file the e-BEF, appoint an attorney-in-fact and manage ongoing annual confirmation requirements. Initial enquiries are always welcome.
This page is a summary only and does not constitute legal advice. For the full technical background, visit LawsofBrazil.
