Normative Instruction RFB No. 2,290/2025

On January 1, 2026, Normative Instruction RFB No. 2,290, of October 30, 2025, came into effect, amending IN RFB No. 2,119/2022 and, consequently, the rules for identifying the ultimate beneficiary, understood as the natural person who, ultimately, directly or indirectly, owns, controls or exerts significant influence over the entity, or on whose behalf a transaction is conducted.

Significant influence is characterized, among other hypotheses, by holding more than 25% of the share capital or voting rights, or by having a preponderant influence in corporate decisions combined with the power to elect the majority of directors, even without controlling the entity. The main change implemented by the new regulation was the creation of the Digital Form for Beneficial Owners (e-BEF), which becomes the proper channel for providing this information, replacing the previously adopted process.

Key Changes in Five Points

The main changes can be summarized in five points.

1. The declaration will now be made through e-BEF, an electronic form integrated with the CNPJ (Brazilian National Registry of Legal Entities).
2. The list of obligated entities has been redesigned as follows:
   • They are obliged Civil and commercial companies, associations, cooperatives, and foundations domiciled in Brazil, including those that are suspended or inactive, as well as entities and legal arrangements (trusts) from abroad with mandatory registration in the CNPJ (Brazilian National Registry of Legal Entities).
   • They are exempt., Among others, this includes public companies and mixed-economy companies, publicly traded companies and their subsidiaries, individual micro-entrepreneurs and sole proprietors, single-member limited liability companies, single-member law firms, and investment clubs and funds regulated by the CVM (Brazilian Securities and Exchange Commission), in which case the information will be provided, on a substitute basis, by their respective administrators.
   • Observation: The broad exemption based solely on the existence of individual partners, as previously established, no longer exists. However, this does not mean that all such companies must immediately declare: simple partnerships and limited liability companies with revenue of up to R$4.8 million in the previous year and without a legal entity in the QSA (Shareholder Structure) remain exempt. Furthermore, declaring the non-existence of a beneficial owner is not permitted; only when there is no natural person meeting the applicable criteria must the natural persons who manage the entity be identified.
3. The 30-day period, counted from the registration with the CNPJ (Brazilian National Registry of Legal Entities), the change of ultimate beneficiaries, or the date on which the exempt entity becomes obligated, became effective.
4. An annual update was created, to be made by the last day of the respective calendar year, if none of the events subject to the 30-day deadline have occurred.
5. The entry of certain groups of entities into the obligation was organized in a phased schedule.

Phasing of the Schedule and Practical Framework

The point that has generated the most misinterpretation is the scope of the schedule. The phasing of Annex XVI applies only to the entities listed in Article 55-G of IN RFB No. 2,119/2022; other obligated entities are subject to the general rules of Article 55-A since the rule came into effect. For entities already existing on January 1, 2026, and not subject to phasing, if no event subject to the 30-day deadline occurs before then, the first annual submission must be made by the last day of 2026. In practice, the division is as follows:

• Entities already required to file the e-BEF (Electronic Benefit for Small Businesses) in 2026 include, among others, privately held corporations not controlled by publicly traded companies, cooperatives, and joint venture companies in which the ostensible partners and participants are expressly considered ultimate beneficiaries, regardless of their share in the special assets. Also subject to the general rules, by virtue of the sole paragraph of Article 55-G, are limited liability companies that have at least one legal entity in the QSA (Shareholder Structure) included in the CNPJ (National Registry of Legal Entities), regardless of revenue, and non-profit entities that act as fiduciary administrators or asset managers for third parties. Among associations and foundations, those receiving public funds will enter the phasing in 2027; those that do not receive such funds and do not operate in the aforementioned activities remain exempt.
• Entities will be required to complete the e-BEF form starting in 2027 (1st phase). Simple partnerships and limited liability companies with revenue exceeding R$$ 78 million in the previous year will be required to file, except for limited liability companies already subject to general rules due to having a legal entity in their QSA (Shareholder Structure); entities domiciled abroad focused on investing in financial and capital markets; and non-profit entities receiving public funds, except those of the Autonomous Social Service. For this purpose, revenue corresponds to the gross income of the previous calendar year, calculated according to Article 12 of Decree-Law No. 1,598/1977 and declared in the Fiscal Accounting Records (ECF).
• Entities will be required to complete the e-BEF form starting in 2028 (2nd phase). In addition to the entities covered by the first phase, simple partnerships and limited liability companies with revenue exceeding R$ 4.8 million and up to R$ 78 million in the previous year will be included, except for limited liability companies that are already subject to the general rules due to having a legal entity in the QSA; investment funds constituted and intended to receive resources from supplementary pension benefit plans or personal insurance plans domiciled abroad; and pension entities, pension funds and similar institutions domiciled in Brazil or abroad.
• They are not part of the schedule. For now, simple partnerships and limited liability companies with revenue up to R$4.8 million that do not have a legal entity in their corporate structure do not yet have a date to declare, subject to any future changes to the rule. It is worth emphasizing that the entry of a legal entity as a partner removes the limited liability company from the schedule and makes the obligation immediate, regardless of revenue.

Penalties, Risks, and Suspension of the CNPJ (Brazilian National Registry of Legal Entities)

Compared to the previous system, the difference is one of nature, not just form. The concept of beneficial owner already existed, but the information was provided through the CNPJ registration process, without a dedicated form, without annual periodicity, and without an expansion schedule. Now, non-compliance has clearer consequences, ranging from a fine per calendar month or fraction thereof, in case of delay, to the suspension of the CNPJ when there is a lack of presentation, omission, or inaccuracy, or when the required documentation is not presented. The suspension, preceded by a summons with a 30-day deadline for regularization or proof of exemption, prevents the entity from transacting with banking establishments, except for operations necessary for the return of the investment to the country of origin and the fulfillment of obligations assumed before the suspension. Providing false information may, in theory, constitute the crime of ideological falsehood, and the documentation that supports the declaration or exemption must be kept available to the RFB for a minimum period of five years, counted as provided for in the regulation.

Guidance and Preventive Posture

In the end, RFB Instruction No. 2,290/2025 confirms a direction that has been building for years: increased transparency regarding corporate structures and their ultimate beneficial owners. For companies, the risk of ignoring the change is not limited to a fine, as the suspension of the CNPJ (Brazilian taxpayer identification number) can prevent banking operations, hinder the issuance of tax compliance certificates, and compromise the regular exercise of their activities. Therefore, the moment calls for a preventive approach: mapping the corporate structure, correctly identifying the ultimate beneficial owners, confirming which phase the entity falls into, and complying with the e-BEF deadlines, paying extra attention to entities subject to the general rules as early as 2026.

Our Corporate and Tax Law teams are available to review the shareholding structure, verify the classification of each entity within the group, and guide the submission of the form.