The Brazilian Federal Revenue Office (RFB) Normative Ruling (IN) No. 2,290/2025 represents a significant update to the identification regime of final beneficiary which was provided for in the RFB IN No. 2,119/2022. Published in October 2025, the new regulation expands the transparency and traceability requirements for business structures and investment funds, focusing on combating money laundering, tax evasion, and unlawful practices.

This change occurs within a thematic context already covered in previous publications, such as: “Do not have your National Register of Legal Entities (CNPJ) suspended for failing to designate the ultimate beneficial owner”,and “Designation of ultimate beneficial owner with the Federal Revenue Office” However, it now introduces practical innovations that deserve the attention of companies and managers.

RFB IN No. 2,290/2025 does not create a new concept of ultimate beneficial owner, but expands the universe of obligated entities, redefines reporting procedures and establishes new deadlines and penalties. Among the main advances is the creation of Digital Form for Beneficial Owners (e-BEF), an electronic tool that standardizes the provision of information about who, directly or indirectly, owns, controls, or benefits from a legal entity.

The e-BEF allows the pre-filling with data already existing in the Federal Revenue Office’s registry, facilitating the cross-referencing of information, real-time monitoring, and data integration in the CNPJ.

RFB IN No. 2,290/2025 brought about a significant change by ruling out the possibility of state the absence of the ultimate beneficial owner, previously allowed by the wording that amended article 55, in the IN of October 2025. Previously, taxpayers could disclose their ultimate beneficial owners, or their absence. The new rule now treats the provision of this information as a positive covenant, without exception.

In effect the Brazilian Federal Revenue Office system no longer offers the option to “not designate” the ultimate beneficial owner, requiring the accurate completion of the data. Thus, the absence of identification ceases to be a valid statement and becomes a failure to comply with registration requirements, which is particularly relevant for entities domiciled abroad and complex corporate structures.

One concrete change is the requirement to designate ultimate beneficial owners in investment funds, including in complex structures such as funds whose shareholders are other funds or similar arrangements, something that was previously handled primarily within the scope of the Brazilian Securities and Exchange Commission (CVM). The new normative ruling incorporates this obligation within the scope of the Federal Revenue Office, integrating the information into the tax registry.

For foreign funds, the requirement has been maintained, with a specific transition phase. Some funds domiciled abroad are exempt from the requirement only if they meet transparency criteria in regulated markets and do not have significant influence over Brazilian entities, but the general rule requires that data on ultimate beneficial owners be provided based on the new digital form.

The new deadlines generally apply from January 1, 2026, the date on which the rule comes into effect. To wit:

• The designation must be made within 30 days as from the enrollment with the CNPJ, the change of ultimate beneficial owners, or the date on which the entity becomes obligated to provide such information; and
• Updating the ultimate beneficial owners will now be done annually, its deadline being up to the last day of each calendar year, even if there have been no changes in the beneficial owners profile.

The ruling also establishes a progressive transition phase of mandatory measures for specific groups, imposing different dates according to the size, nature, and revenue of the entities.

The Sole Exhibit to the standard stipulates that some categories will only be fully achieved in later phases:

• From January 1, 2027, simple and limited liability companies with high annual revenue, foreign entities that invest in financial and capital markets, and entities that receive public funds will now have a formal obligation to designate the ultimate beneficial owner; and
• From January 1, 2028, other simple and limited liability companies with intermediate revenue, as well as pension and retirement funds, must also comply with the obligation.

Meanwhile, smaller companies may be exempt from the requirement until subsequent phases come into effect, but it’s important to verify each case individually.

Failure to comply with the obligations to identify and update the ultimate beneficial owner is not merely a formality. The rule provides for explicit penalties, including Suspension of CNPJ enrollment and operational restrictions, such as blocking bank transactions, and the application of fines for late payment or omission. Furthermore, the express provision for criminal liability for misrepresentation in intentionally incorrect or incomplete statements highlight the requirement of good faith in the provision of registration information.

The expansion of ultimate beneficial ownership rules reinforces that this obligation is no longer an isolated act, bonded only to the enrollment with the CNPJ, but has become part of a continuous registration control. Corporate changes, shareholding reorganizations, the entry or exit of shareholders or partners, and structural changes must be promptly reflected in the information provided to the tax authorities, ensuring compliance and avoiding future risks.

For already established companies, it is essential to review their registration status, identify any gaps in the ultimate beneficial owner information, and prepare internal processes for data collection and updating. For new companies, the designation at the time of the CNPJ enrollment must be made immediately, within the legal 30 days.

PLBrasil Paralegal provides technical support for adapting ultimate beneficial owner information, integrating the new reality of RFB IN No. 2,290/2025 with governance, compliance, and corporate management practices. With preventative analysis, it’s possible to correctly structure the process of collecting, validating, and reporting ultimate beneficial owners, reducing the risk of inconsistencies that could affect the CPNJ enrollment or future operations.