New Rules on Ultimate Beneficial Owner (UBO)

On January 1, 2026, Normative Instruction RFB No. 2,290/2025 came into effect, updating the rules for identifying and reporting ultimate beneficial owners of domestic and foreign entities to the Brazilian Federal Revenue Service (“IN 2,290/25”).

Among the main changes introduced by IN 2,290/25, the following stand out:

• Periodic Updates: an obligation to submit ultimate beneficial owner information to the RFB on an annual basis was established, even when there are no applicable changes. The annual submission requirement will be phased in for certain groups, according to the criteria set forth in IN 2,290/2.
• New Reporting Format: the submission of ultimate beneficial owner information will now be carried out through a specific electronic form (Formulário Digital de Beneficiários Finais – e-BEF).
• Subsidiary Indication of Ultimate Beneficial Owner: when no ultimate beneficial owner can be identified under the applicable rules, it may be required to indicate individuals who are in charge of the management of the reporting entity (e.g., officers and directors), as per the situations provided for in IN 2,290/25.
• Document Retention: there are specific deadlines for retaining supporting documentation related to ultimate beneficial owners, including in cases where there is a waiver to the obligation.
• Consequences of Non-Compliance: in addition to penalties already provided under previous regulations (e.g., suspension of the CNPJ), IN 2,290/25 introduces the possibility of monetary penalties for late submission of information.

 

It is important to note that, due to the above changes and system updates for reporting ultimate beneficial owner information, several processes that were in progress may have been canceled/closed by the RFB. Therefore, it is recommended to assess each case individually, in light of the changes introduced, to determine the best course of action for regularization.

Our Corporate team remains available to assist with the compliance regarding ultimate beneficial owner obligations before the RFB.