In October 2025, the Brazilian Federal Revenue Service published Normative Instruction (IN) RFB No. 2,290/2025, which structurally altered IN 2,119/2022 and redesigned the ultimate beneficial ownership regime in Brazil. In effect since January 1, 2026, the regulation establishes the Digital Beneficial Owner Form (e-BEF), consolidates a new registration transparency regime, and expands the universe of entities covered, with continuous obligations and more severe sanctions.
The implementation adopted a progressive phasing. General validity began in 2026 and primarily covers entities already obligated under the previous regime and the new categories included in the scope. On January 1st, 2027, the rule will also apply to simple and limited liability companies with revenues exceeding R$ 78 million, foreign entities that invest in the financial and capital markets, and non-profit entities that receive public funds. From January 1, 2028, other simple and limited liability companies with revenues exceeding R$ 4.8 million, pension funds, and similar institutions will be included.
For entities covered by the first phase, the e-BEF must be submitted by the following December 31st. The annual update becomes permanent, required even if there are no changes in the list of ultimate beneficiaries, in addition to the 30-day deadline for situations of CNPJ (Brazilian National Registry of Legal Entities) registration, changes in beneficiaries, or the entity’s entry into the list of obligated entities. The submission is centralized at the headquarters and requires a digital signature from the entity and the ultimate beneficiaries registered with the CNPJ.
Among the most relevant changes, the elimination of the possibility of declaring the non-existence of a beneficial owner stands out, which was previously allowed by the original wording of IN 2.119/2022. The provision of information is now treated as a positive obligation, without exceptions, and the absence of identification no longer constitutes a valid declaration to characterize non-compliance with the registration obligation.
Investment funds are formally included in the scope, including multi-level structures, with shareholders that are other funds or equivalent vehicles. Administrators and distributors of shares will now provide detailed information on shareholders and their respective holdings to the Federal Revenue Service on a monthly basis, a routine that was previously concentrated mainly within the scope of the Securities and Exchange Commission (CVM).
The central concept of beneficial owner, a natural person who holds more than 25% of the share capital or voting rights, or who exerts significant influence, has been maintained, but the rule repositions attention on layered structures. Individual shareholdings below the threshold are not automatically excluded from the scope: they must be added up along the corporate chain to the individual. Family holdings with dispersed shareholders, shareholder agreements, joint venture companies, and multi-layered foreign structures require detailed mapping, otherwise the declaration may be incomplete.
The consequences of non-compliance have become more stringent than previously anticipated. The rule provides for the suspension of registration with the CNPJ (Brazilian National Registry of Legal Entities), with the blocking of bank transactions and significant operational impediments, fines for delay, omission, or provision of incomplete information, and criminal liability for ideological falsehood in cases of intentionally incorrect declarations. Proof of submission of the e-BEF (Electronic Business Filing System) is now required whenever tax compliance is necessary, including for the purposes of registration, amendment, or cancellation of the CNPJ.
The main change brought about by IN 2.290/2025 is not only in the expansion of scope, but in the repositioning of the ultimate beneficiary as a structural and permanent registration data of the legal entity, and no longer as accessory information linked to isolated events. For groups with complex corporate structures, foreign participation or multiple layers, compliance with the obligation requires detailed technical assessment and anticipation.
The December 2026 deadline, although it seems distant, is the first test of the new regime. The recommendation is that the review of the corporate chain and the required documentation should begin well in advance, especilly for robust and complex structures, before the regulatory clock approaches its end and any registration inconsistencies compromise the entity’s operation.