Brazil – Change to UBO Declaration Requirements

Brazil has introduced significant changes to its Ultimate Beneficial Owner (UBO) reporting framework through Normative Instruction No. 2,290/2025, which took effect on the 1^st of January 2026.

The reform replaces previous processes with a new digital filing system – the Electronic Final Beneficial Owner Form (e‑BEF) – and introduces mandatory annual declarations for all entities within scope.

These changes are part of the Brazilian Federal Revenue Service’s broader effort to increase transparency, accuracy, and consistency in the identification of corporate ownership and control.

Applicability and Scope

All Brazilian companies and their direct foreign shareholders, except publicly traded companies.

New Reporting Requirements

Under the new system, all filings must be completed through the e‑BEF, which replaces prior registration channels.
Entities with existing UBO filings must now complete annual updates.

Required information includes:

A) Basis for UBO classification, including the period for which the classification applies
B) Identification details of each UBO:

• CPF (Brazilian taxpayer number), or full details where CPF is unavailable
• Full name and date of birth
• Identification document or passport with issuing country
• Country of tax residence and corresponding Tax Identification Number (TIN)
• Nationality and place of birth
• Permanent residential address (including country)
• Contact email address

Where no individual qualifies as a UBO, administrators must be designated. Filed information will be integrated into Federal Revenue databases for automated cross-checks.

Annual Checks and Deadlines

Annual reviews are mandatory even where no changes occur. The e-BEF must be filed within 30 days of:

A) Initial CNPJ registration
B) An entity becoming subject to reporting
C) Any change in beneficial ownership

In the absence of changes, the annual declaration is due by 31^st of December each year. For entities with existing UBO information, the first annual filing deadline under the new system is the 31^st of December 2026.

Risks of Non-Compliance

Financial penalties:

• BRL 500 per month for failure to respond to tax summons
• 3% of transaction value (minimum BRL 100) for incomplete or inaccurate information

Operational restrictions:

• Potential CNPJ suspension
• Blocking of bank transactions, investments, and financing

Legal consequences:

• Criminal liability may apply in cases of false declarations

How Mercator® by Citco (Mercator) Can Help

Mercator provides comprehensive UBO compliance support, assisting with data review, preparation, and timely submission of the e-BEF. For support, contact mercator@citco.com