New ancillary obligation: e-BEF and the formalization of ultimate beneficial ownership reporting for foreign entities in Brazil
The Brazilian Federal Revenue Service (Receita Federal do Brasil), through Normative Instruction RFB No. 2,290/2025, introduced a relevant change to the ultimate beneficial ownership reporting framework in Brazil by creating the Digital Form of Ultimate Beneficial Owners (e-BEF).
The measure amends the system previously set forth under Normative Instruction RFB No. 2,119/2022 and reinforces the standardization and centralization of information related to corporate structures with foreign participation in Brazil.
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- Scope of application
The obligation applies to entities domiciled abroad and registered with the Brazilian Corporate Taxpayer Registry (CNPJ), which, in practice, encompasses all foreign shareholders of Brazilian companies, as such entities are required to be registered in Brazil when holding equity interests.
The e-BEF becomes the formal instrument for reporting and updating UBO information in Brazil, consolidating data that was previously submitted in a fragmented manner.
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- Deadline and reporting triggers
The e-BEF Brazil requirement follows a continuous compliance model, combining event driven updates and periodic annual reporting.
Under Article 55-A of Normative Instruction RFB No. 2,290/2025, the e-BEF must be submitted within 30 days in the following cases:
- initial registration with the CNPJ
- changes in the ultimate beneficial ownership structure
- when an entity previously exempt becomes subject to the obligation
In the absence of such events, entities must ensure that UBO information is updated annually, by the last day of the relevant calendar year.
In addition, the implementation follows a progressive rollout, as provided under Article 55-G of Normative Instruction RFB No. 2,290/2025 and its Annex.
Entities not specifically listed under Article 55-G are required to comply as of January 1, 2026, while other categories are subject to phased deadlines starting in 2027 and 2028.
This structure confirms that the e-BEF is not linked to a single universal deadline, but rather to a continuous reporting obligation requiring both timely updates and periodic confirmation.
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- Consequences of non compliance
Failure to submit the e-BEF, when required, leads to significant operational and regulatory consequences.
The primary sanction is the suspension of the CNPJ registration, which prevents the entity from operating regularly in Brazil, including:
- bank account operations
- financial investments
- access to credit facilities
Additionally, penalties apply for each month or fraction of delay.
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- Practical implications and operational impacts
The implementation of the e-BEF in Brazil requires particular attention in complex corporate structures involving multiple layers and indirect UBOs.
Although the e-BEF does not directly regulate financial transactions, non compliance, by leading to CNPJ suspension, directly impacts the entity’s operational capacity, as a result of the requirement to maintain an active and regular CNPJ status.
In practice, this may affect:
- dividend remittances abroad
- capital repatriation transactions
- intercompany loans, both inbound and outbound
- foreign exchange settlements
- general banking operations
This derives from the requirement of valid tax registration status to access financial institutions and regulatory systems in Brazil.
From an operational standpoint, international structures may be exposed to risks of cash flow disruption and liquidity mismatches.
Additionally, the requirement demands:
- consistency in UBO identification
- alignment between foreign corporate documents and Brazilian filings
- governance to ensure timely updates upon corporate events
- coherence with other regulatory and tax registrations
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- Absence of a clear ultimate beneficial owner
Normative Instruction RFB No. 2,290/2025 also provides guidance for cases where no individual meets the criteria of ultimate beneficial owner.
In such cases:
- individuals responsible for the management of the entity must be reported as ultimate beneficial owners, on a subsidiary basis, pursuant to Article 54, paragraph 4
Additionally:
- foreign administrators who are not shareholders should be reported in the QSA, unless they fall under the subsidiary UBO rule
- in Sociedade em Conta de Participação structures, both the ostensible and participating partners are deemed ultimate beneficial owners, regardless of their participation
This approach ensures that a responsible individual is always identifiable within the structure, reinforcing a substance over form principle.
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- Final remarks
The introduction of the e-BEF Brazil requirement reinforces Brazil’s corporate transparency agenda, aligned with international standards on ultimate beneficial ownership disclosure.
The obligation is already in force and structured as a continuous compliance requirement, with immediate consequences in case of non compliance.
In this context, the e-BEF should be treated as a central element of corporate governance for international structures operating in Brazil, requiring accuracy, consistency and timely reporting.
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