In line with measures to prevent and combat tax evasion, corruption and money laundering, the Brazilian Federal Revenue Service (RFB) has established the obligation for national and foreign companies to identify their Final Beneficiaries. This requirement is currently regulated by Normative Instruction No. 2,119/2022 of the Brazilian Federal Revenue Service, which updates previous provisions on the subject.

The main motivation behind this regulation is to increase transparency in corporate structures, allowing the Brazilian Federal Revenue Service to track and hold accountable the individuals who effectively control the companies. Failure to comply with this obligation may have serious consequences for companies operating in Brazil.

Entities domiciled in Brazil (referred to in arts. 54 and items VI and XVIII of Annex I) and entities domiciled abroad (referred to in arts. 55 and items XVI and XVII of Annex I) are required to inform their final beneficiaries or their non-existence.

According to IN 2119/2022, from the Brazilian Federal Revenue Service, the final beneficiary is considered to be:

• The natural person who ultimately, directly or indirectly, owns, controls or significantly influences the entity; or the natural person on whose behalf a transaction is conducted.

Significant influence is presumed when the natural person:

• owns more than 25% (twenty-five percent) of the entity’s capital, directly or indirectly; or

• direta ou indiretamente, deter ou exercer a preponderância nas deliberações sociais e o poder de eleger a maioria dos administradores da entidade, ainda que sem controlá-la.

Entities have up to 30 (thirty) days, counting from the date of registration in the National Registry of Legal Entities (CNPJ).

It is crucial that companies understand the seriousness of this requirement. Failure to indicate the final beneficiary, as well as failure to present the necessary supporting documents, may lead to the suspension of the company’s CNPJ registration.

A company with a suspended CNPJ is prevented from carrying out several activities essential to its operation, such as transacting with banking establishments, including current accounts’ transactions, making financial applications and investments, and obtaining loans.

PLBrasil Paralegal offers complete support to assist your company in identifying and registering the Final Beneficiary. Our qualified professionals and trained teams are available to provide all additional information and support needed in this process, avoiding the suspension of your CNPJ and ensuring the regularity of your company.

Our clients also have access to the Digital Platform, with a document HUB on its own platform, where all corporate documents and your company’s history are concentrated and permanently accessible.