IN RFB No. 2,290/2025 and the Disclosure of Ultimate Beneficial Owners of Legal Entities

Normative Instruction (IN) No. 2,290/2025 issued by the Brazilian Federal Revenue Service (RFB) introduced a new era of registry transparency in Brazil. The regulation amended IN RFB No. 2,119/2022 and created the Digital Form for Ultimate Beneficial Owners (e-BEF), which centralizes information regarding who, in the final instance, owns, controls, or benefits from a legal entity, investment fund, or legal structure operating in Brazil.

In simple terms: the Federal Revenue Service does not want to look solely at the CNPJ. It wants to identify the individual at the end of the corporate chain. This is particularly relevant for companies with holdings, limited liability companies with corporate partners, family structures, funds, foreign investors, trusts, and more sophisticated wealth planning structures.

Did the Federal Revenue Service already require ultimate beneficial owner information previously?

Yes. Identifying ultimate beneficial owners (UBOs) is not a new requirement in itself. The Federal Revenue Service previously established rules regarding ultimate beneficial ownership within the scope of the CNPJ, including under IN RFB No. 2,119/2022, which consolidated prior regulations on the National Registry of Legal Entities.

The practical difference is that reporting this information was previously more fragmented, often tied to registration procedures, supporting documentation, and administrative proceedings before the Federal Revenue Service. With e-BEF, the obligation is conducted through a dedicated electronic platform using a digital form, structured data, CNPJ integration, declarant verification, and periodic updates.

Therefore, IN 2,290/2025 does not create the concept of “ultimate beneficial ownership.” It merely makes the reporting obligation more organized, traceable, and operationally enforceable.

Who is considered an ultimate beneficial owner?

An ultimate beneficial owner is the individual who, directly or indirectly, owns, controls, or exercises significant influence over an entity, or the individual on whose behalf a transaction is conducted. Significant influence is characterized, among other scenarios, by holding more than 25% of the corporate capital or voting rights, directly or indirectly, or by holding the power to prevail in corporate resolutions and elect the majority of directors.

In practice, this means the RFB can look beyond the operational company’s articles of association. It can demand the identification of individuals behind holdings, intermediary entities, funds, or offshore structures.

What changes in practice?

The RFB created the e-BEF, an electronic tool for reporting ultimate beneficial owners. The form will be accessed through the RFB’s Digital Services Portal and may come pre-populated with data already available in the RFB’s systems. Nevertheless, responsibility for verifying, correcting, and supplementing the information remains entirely with the reporting entity.

The regulation also establishes (i) structured reporting of ultimate beneficial owners; (ii) integration of this data into the legal entity’s CNPJ profile; (iii) mandatory updates whenever changes occur; (iv) annual confirmation of registered data, even if no relevant changes took place; (v) specific filing deadlines (and start dates for reporting obligations); (vi) fines and other consequences for late filing, omissions, or incorrect information; and (vii) potential liability in cases of false disclosures.

In short: information regarding ultimate beneficial owners ceases to be merely an ancillary registry detail and becomes a critical point of corporate compliance.

Who must report—and when?

This is one of the most critical aspects of IN RFB No. 2,290/2025. The rule does not apply to all entities simultaneously. The general enactment date began on January 1, 2026, but the RFB established a phased schedule for specific groups, with stages extending into 2027 and 2028.

Starting in 2026

As a general rule, entities subject to the requirement that are not included in the specific phased timeline must submit disclosures via e-BEF.

This includes, for example, limited liability companies (sociedades limitadas) that have at least one legal entity listed in their Board of Partners and Officers (Quadro de Sócios e Administradores – QSA). In these cases, the obligation applies starting in 2026, regardless of revenue.

This point is particularly relevant for corporate groups and holding companies. An operational limited liability company with a holding company as a partner, or a holding company with another legal entity in its corporate chain, may fall under the requirement right from the first phase.

Additionally, other obliged entities not covered by the deferred schedule must pay close attention starting in 2026.

Starting January 1, 2027

In the first phase of the timeline, the following must report via e-BEF:

• Simple companies (sociedades simples) or limited liability companies (sociedades limitadas) with annual revenue exceeding R$ 78 million in the calendar year prior to filing;

• Foreign-domiciled entities intended for investing in financial and capital markets;

• Non-profit entities receiving public funds, except for Autonomous Social Service entities.

Starting January 1, 2028

In the second phase, in addition to entities included in the previous phase, the following must report:

• Simple companies (sociedades simples) or limited liability companies (sociedades limitadas) with annual revenue exceeding R$ 4.8 million in the prior year;

• Investment funds established to receive funds from complementary pension plans or foreign-domiciled personal insurance;

• Pension entities, pension funds, and similar institutions domiciled in Brazil or abroad.

Who, as a rule, is exempt?

Generally, simple or limited liability companies with annual revenues of up to R$ 4.8 million in the prior year will not need to report, provided they do not have a legal entity in their QSA. The e-BEF Manual also lists specific exemptions, such as public enterprises, mixed-capital companies, publicly traded companies and their subsidiaries, individual micro-entrepreneurs (MEI), single-member limited liability companies, and certain non-profit organizations, subject to conditions set forth in the regulation.

The risk lies less in the form and more in the lack of preparation

The main exposure does not stem from having a complex corporate structure. Structures involving holdings, funds, or investment vehicles can be legitimate, efficient, and advisable, provided they are thoroughly documented.

The risk lies in structures lacking consistency between foundational corporate documents—such as articles of association, bylaws, shareholders’ agreements, accounting records, tax filings, and corporate governance documents—and the actual economic reality of the operation.

Before completing the e-BEF, a company must be able to answer simple yet decisive questions: Who controls? Who benefits? Who holds decision-making power? Who stands at the end of the corporate chain?

If these answers are unclear, the issue will go beyond administrative registration. It could trigger tax, corporate, estate, regulatory, and reputational risks.

What are the update deadlines?

The e-BEF must be submitted within 30 days of registration with the CNPJ, any change in ultimate beneficial owners, or the date an entity previously exempt becomes subject to the reporting requirement. Additionally, annual confirmation of registered data must be performed by the last day of each calendar year, even if no changes occurred.

This requirement demands internal routines and monitoring procedures. Each business will need to track corporate changes, contract amendments, internal reorganizations, and events capable of altering the control chain or significant influence.

Why act now?

IN RFB No. 2,290/2025 reinforces a clear trend: the Federal Revenue Service is expanding the traceability of corporate, asset, and financial structures.

For businesses and business-owning families, this means wealth planning, corporate governance, and tax compliance must align seamlessly. A structure that was efficient in the past may require documentation adjustments to remain defensible in the current regulatory environment.

Prior to filling out the e-BEF, it is advisable to review the corporate and ownership chain through an integrated legal, tax, and corporate lens. In many cases, this review helps resolve inconsistencies, organize documentation, assess risks, and prepare the company to meet its obligations securely.

The team at Cammarota & Abreu Advogados remains available to evaluate existing structures, identify compliance risks, and develop a tailored action plan to ensure full adherence to the regulation.