Brazilian law requires both domestic and foreign entities holding certain assets in Brazil — including equity stakes, real estate, vehicles, aircraft, and financial investments — to disclose their ultimate beneficial owners (UBOs) to the Brazilian Federal Revenue Service (Receita Federal).

This requirement is governed by Normative Instruction RFB No. 2119/2022, as amended by IN RFB No. 2290/2025, which introduced significant updates to the UBO reporting framework effective January 1, 2026.

An ultimate beneficial owner is defined as:

• The natural person who ultimately owns, controls, or significantly influences the entity (directly or indirectly); or
• The natural person on whose behalf a transaction is conducted.

When is Significant Influence Presumed?

A natural person is presumed to have significant influence over a Brazilian entity when they:

• Hold more than 25% of the entity’s capital or voting rights (directly or indirectly); or
• Exercise control over corporate decisions or have the power to appoint the majority of officers/administrators, even without formal control.

For trusts, UBOs include settlors, trustees, beneficiaries, and any other natural person exercising effective final control.

What If There’s No Natural Person Above 25%?

If no natural person meets the 25% threshold or control criteria, the company must report its administrators (directors/officers) as the ultimate beneficial owners.

However, administrators of foreign entities who are not shareholders or partners are specifically excluded from being considered UBOs under the new rules — unless they’re the only persons who can be identified as having control.

New Reporting System: e-BEF

Starting in 2026, UBO information must be submitted through the Digital Form for Ultimate Beneficial Owners (e-BEF), an electronic system integrated into Brazil’s corporate taxpayer registry (CNPJ). This replaces the previous paper-based process.

The e-BEF system requires:

• Electronic filing through the Federal Revenue portal
• Detailed identification of each UBO (CPF or, for non-residents, full name, date of birth, passport number, tax residence, nationality, and address)
• Organizational chart showing the ownership chain

Reporting Deadlines

Initial Filing

UBO information must be submitted within 30 days from:

• The date of CNPJ registration
• Any change in beneficial ownership structure
• When an entity becomes subject to the requirement

Companies may request a one-time 30-day extension with proper justification.

Annual Updates

New requirement: Even if there are no changes to beneficial ownership, companies must submit an updated e-BEF filing annually by December 31 of each year.

This is a significant change from the previous regime, which only required disclosure at incorporation. UBO reporting is now an ongoing compliance obligation.

Progressive Implementation Schedule

Not all companies need to file immediately. The regulation establishes a phased rollout:

Starting January 1, 2026:

• Limited liability companies (Ltda.) with a legal entity as a partner (regardless of revenue)
• Closely held corporations (S.A. fechadas)
• Foreign entities with branches in Brazil or equity in Brazilian companies
• Non-profit entities acting as fiduciary administrators or third-party asset managers

Starting January 1, 2027:

• Limited liability companies without legal entity partners but with annual revenue exceeding R$ 78 million
• Foreign entities investing in Brazilian financial and capital markets
• Non-profit entities receiving public funds (except autonomous social services)

Starting January 1, 2028:

• Limited liability companies without legal entity partners with annual revenue exceeding R$ 4.8 million
• Pension funds and similar institutions (domestic or foreign)

Exempt Entities:

• Companies under Simples Nacional regime with annual revenue up to R$ 4.8 million
• State-owned enterprises and mixed-capital companies
• Publicly held corporations (S.A. de capital aberto)

Do Foreign Entities Need to Report UBOs?

Yes. Foreign legal entities are required to report UBOs if they hold rights, conduct activities, or execute transactions in Brazil that require CNPJ registration — including equity participation in Brazilian companies.

This means a foreign company that becomes a shareholder in a Brazilian entity must disclose its own ultimate beneficial owners to Brazilian tax authorities.

Important: If your foreign entity is a shareholder in a Brazilian Ltda., you fall under the 2026 implementation schedule and must file immediately (within 30 days of CNPJ registration).

Required Documentation

When reporting UBOs for a foreign entity, you’ll need to submit:

• Apostilled copy of the foreign entity’s articles of incorporation or certificate of formation
• Apostilled certificate showing current corporate structure
• Apostilled document indicating representation powers of legal representatives
• Apostilled power of attorney granted to a Brazilian attorney-in-fact
• Apostilled copies of identification documents or passports for (a) the foreign entity’s legal representative and (b) the UBOs (if they lack a Brazilian CPF)
• Organizational chart mapping the UBO chain

All foreign documents must comply with the Hague Apostille Convention.

Document Retention Requirement

The reporting entity must retain all supporting documentation for five years from the date of the entity’s dissolution or from the date a person ceases to be a beneficial owner.

Important Notice: Prior Filings Were Cancelled

If you submitted a UBO declaration before January 1, 2026, that filing was automatically cancelled by the Federal Revenue Service as part of the transition to the new e-BEF system.

You must submit a new declaration through e-BEF within the applicable deadline, even if your UBO information hasn’t changed.

Penalties for Non-Compliance

Entities that fail to report UBOs or provide incomplete/incorrect information face serious consequences:

Administrative Penalties:

• 30-day notice to correct deficiencies
• CNPJ suspension (tax registration) if not corrected
• Complete banking freeze (inability to transfer funds, obtain loans, or conduct any financial transactions)
• Monthly fines: R$ 500 (for Simples Nacional, tax-exempt, or non-profit entities) or R$ 1,500 (for other entities)

Criminal Liability:

Providing false information in the UBO declaration may constitute the crime of ideological falsehood (falsidade ideológica) under the Brazilian Penal Code, which carries potential imprisonment.

The severity of these penalties reflects Brazil’s commitment to combating money laundering, tax evasion, and corruption through ownership transparency.

Next Steps

UBO disclosure is just one piece of the foreign investment compliance framework in Brazil. If you’re setting up a Brazilian entity as a foreign investor, you’ll also need to navigate company incorporation, tax registration, immigration requirements, and ongoing corporate obligations.

For a complete overview of the incorporation process, timeline, and documentation requirements, see our step-by-step guide to foreign investment and business setup in Brazil.

Working with local counsel familiar with both corporate structuring and tax compliance is the most reliable way to avoid penalties and keep your operations running smoothly.