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. 2,290/2025 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.

• Civil and commercial companies, associations, cooperatives, and foundations—including those that have been suspended or declared ineligible—domiciled in Brazil and registered with the CNPJ;
• Financial institutions and investment fund managers; and
• Entities or legal arrangements (trusts) domiciled abroad that hold rights, conduct business, or engage in legal acts or transactions in Brazil for which registration with the CNPJ is mandatory.

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

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

Significant influence is presumed when the natural person:

• Own more than 25% (twenty-five percent) of the entity’s capital stock, directly or indirectly; or
• Directly or indirectly, to hold or exercise a controlling influence over corporate decisions and the power to appoint the majority of the entity’s directors, even without controlling it.
  

• 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.

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.