Ultimate Beneficial Owners: disclosing to the RFB
Foreign companies holding assets or shares in Brazil must register their ultimate beneficial owners with the Federal Revenue Department and confirm that information every year. Failure to comply suspends the CNPJ and freezes all foreign exchange operations, including dividend remittances.
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New rules from 1 January 2026: IN RFB 2,290/2025 replaces the previous UBO framework and significantly tightens disclosure requirements.
Annual confirmation required: The e-BEF must be resubmitted by 31 December each year, even where nothing in the ownership chain has changed.
CNPJ suspension blocks everything: Non-compliance freezes banking, credit and all foreign exchange operations, including dividend remittances and capital repatriation.
Criminal exposure for false filings: Directors and attorneys-in-fact who sign off on inaccurate UBO data face personal criminal liability, regardless of location.
A compliance obligation that directly affects the ability to move money in and out of Brazil
Since 2018, the Brazilian Federal Revenue Department (RFB) has required foreign entities holding Brazilian assets to disclose their ultimate beneficial owners. IN RFB 2,290/2025, in force since 1 January 2026, consolidates and substantially strengthens that framework, superseding IN RFB 1,863/2018. The most significant change is mandatory annual confirmation: the e-BEF must now be resubmitted by 31 December every year regardless of whether any changes have occurred.
A suspended CNPJ directly affects the entity’s RDE-IED registration with the Central Bank under Law 14,286/2021, freezing all foreign exchange operations at the classification stage. These changes reflect Brazil’s OECD accession process and its commitment to combating money laundering, tax evasion and corruption. For foreign groups with Brazilian subsidiaries, UBO compliance is not optional.
Who must disclose, and who is exempt?
Who is an “ultimate beneficial owner”?
IN RFB 2,290/2025 defines a beneficial owner as the natural person who ultimately, directly or indirectly, owns, controls or significantly influences the entity. Significant influence is assessed across three alternative criteria.
What must be filed with the RFB?
Each foreign entity holding shares in a Brazilian company must maintain its CNPJ registration and file documentation with the RFB through the Redesim portal. All documents originating outside Brazil must be apostilled under the Hague Apostille Convention; for non-member states, consular legalisation remains required.
All foreign-language documents must be translated by a sworn translator registered in Brazil. For the UBO filing, the entity must provide a digitally signed corporate organisation chart or a full-content registry certificate confirming the complete ownership chain.
When must information be provided?
The consequences of getting it wrong
IN RFB 2,290/2025 materially strengthens the enforcement regime, going well beyond administrative inconvenience.
UBO compliance for your Brazilian structure?
We can advise on the scope of the disclosure obligation, prepare and file the e-BEF, appoint an attorney-in-fact and manage annual confirmation requirements.
This page is a summary only and does not constitute legal advice.
Brazilian lawyers for foreign companies, investors and law firms.