Brazil’s Federal Revenue Service issued new rules to strengthen transparency in identifying ultimate beneficiaries of investment funds and corporate structures, aiming to curb money laundering and illicit financial practices following recent revelations and a prior public consultation.
Brazil’s Federal Revenue Service published an update to the rule on 31 October 2025, which deals with the identification of the ultimate beneficiaries of investment funds, companies, and legal arrangements operating in the country.
This measure is outlined in Normative Instruction 2.290/2025 and reinforces the institution’s commitment to combating money laundering, asset concealment, and other illicit practices.
The update comes in response to recent revelations about the use of corporate structures and investment funds for financial transactions of criminal origin and was preceded by a public consultation on the subject.
What changes
- Creation of the Digital Beneficial Owner Form (e-BEF), an electronic tool to report who actually owns, controls, or benefits from an entity. A pre-filled functionality will be available using data from the Federal Revenue Service’s records;
- Requirement for information relating to investment funds, allowing the identification of the ultimate beneficiary, including in the case of complex structures (funds whose shareholders are other funds);
- Integration of information into the National Registry of Legal Entities (CNPJ);
- New deadlines and penalties for late or omitted information;
- Provision for criminal liability for falsifying documents in cases of false information;
- Mirroring the data on the RFB’s Registration Portal, facilitating the cross-referencing and monitoring of information.
The creation of the Digital Beneficial Owner Form (e-BEF), with electronic completion by the obligated entities, will greatly facilitate compliance. Furthermore, e-BEF will allow for the structured collection of data on who ultimately owns, controls, or benefits from the activities of the companies and funds.
Objectives of the measure
- To make it more difficult for criminal organisations to use business structures and the financial market;
- Increase transparency in economic and financial relations;
- Strengthen the fight against money laundering, corruption, and tax evasion;
- Align Brazil with the international recommendations of the Financial Action Task Force (FATF) and the OECD;
- To facilitate risk management and oversight by the RFB (Brazilian Federal Revenue Service).
Who should file?
- Civil and commercial companies, associations, cooperatives, and foundations, including those that are suspended or inactive, domiciled in the country and registered with the CNPJ (Brazilian National Registry of Legal Entities);
- Financial institutions and investment fund managers;
- Entities or legal arrangements (trusts) domiciled abroad that hold rights, carry out activities, or perform legal acts or transactions in the country for which registration with the CNPJ is mandatory;
- Exempt: public companies, mixed-economy companies, publicly traded companies and their subsidiaries, individual micro-entrepreneurs, and sole proprietorships;
- Investment funds and pension entities;
- National funds.
The Brazilian Federal Revenue Service will begin receiving monthly reports 5.401 and 5.402 from investment fund administrators and financial institutions through the Coleta Nacional system. These reports are already sent to the Central Bank (BCB Resolution No. 38/2020 and BCB IN No. 94/2021), containing data on all investment funds and their shareholders (identification, net worth, number of shares, CPF/CNPJ, among others).
This database will provide a complete and up-to-date overview of the fund industry, since all investors have a CPF (Brazilian individual taxpayer registration number) or CNPJ (Brazilian company taxpayer registration number) as mandatory registration data. These reports represent a significant advancement, guaranteeing access to comprehensive and analytical data on investment funds.
The ultimate beneficiaries of complex structures can be identified through a combined analysis of the data from the reports.
Foreign funds
Investment funds domiciled abroad must also report the data of their ultimate beneficial owners, except for those with 100 or more investors, provided that none of them has significant influence in a national entity. This group was included in the phasing.
The following entities domiciled abroad are exempt from the declaration:
- Legal entities, or their subsidiaries, whose shares are regularly traded on a market regulated by an entity recognised by the CVM (Brazilian Securities and Exchange Commission) in countries that require the public disclosure of shareholders considered relevant, according to the criteria adopted in the respective jurisdiction, and that are not resident or domiciled in countries with preferential tax treatment;
- Multilateral organisations or international organisations, central banks, government entities or sovereign wealth funds, as well as entities controlled by them;
- Entities that only acquire shares of index funds regulated by the CVM on the stock exchange;
- Entities that must submit information only upon request (foreign entities registered in accordance with Articles 18 and 19 and qualified according to CVM and BCB regulations).
With the changes, the list of entities that must provide information on beneficial owners only upon request has been significantly reduced:
- Global custodians and similar institutions, regulated and supervised by a competent governmental authority;
- Companies or entities, registered and regulated by a body recognised by the CVM, whose purpose is to distribute securities issues or act as intermediaries in the trading of securities, acting on their own behalf;
Foreign banks, Brazilian banks abroad, multinational banks, and representative offices of Brazilian companies abroad.
Deadlines
30 days from:
- Registration with the CNPJ (for initial information);
- Change of ultimate beneficiaries;
- Date on which the exempted entity becomes obligated.
Penalties
- Suspension of CNPJ registration and prohibition of banking operations for those who fail to submit the e-BEF, or submit it with omissions or inaccuracies (preceded by a 30-day notification);
- Late payment penalty as stipulated in Article 57, paragraph 1, item I, of Provisional Measure No. 2,158-35.
Public consultation and social participation
The proposal was submitted to public consultation between August and October 2025, receiving contributions from various sectors, such as the Central Bank, COAF (Council for Financial Activities Control), ANBIMA (Brazilian Association of Financial and Capital Market Entities), B3 (Brazilian Stock Exchange), law firms, and Federal Revenue Service officials. Many suggestions were incorporated to make the regulation clearer, more efficient, and aligned with good corporate governance practices.
Effective date
The new regulation will come into effect on 1 January 2026, with a two-stage implementation for certain groups, such as simple and limited liability companies, entities domiciled abroad whose purpose is to invest resources in the financial market, pension funds domiciled in Brazil or abroad, and non-profit entities.
Expected impacts
- To curb the use of corporate structures and the financial market by criminal organizations;
- Strengthening corporate governance;
- Improving the business environment;
- Greater legal certainty;
- Compliance with international standards;
- Greater effectiveness in preventing and combating money laundering (ML/TF).
Timelines and phasing of mandatory compliance
- 30 days from the date of registration with the CNPJ, change of beneficiaries, or the date on which the entity becomes obligated;
- Mandatory annual update by the last day of each calendar year, even when there are no changes;
- General effective date: 01 January 2026;
Progressive phasing of the mandatory implementation, as per the Single Annex of the regulation:
Phase 1 (from 1 January 2027): simple and limited liability companies with revenue exceeding BRL 78 million; foreign entities that invest in the financial and capital markets; and non-profit entities that receive public funds, except for autonomous social services.
Phase 2 (from 1 January 2028): simple and limited liability companies with revenue exceeding BRL 4.8 million; investment funds and pension funds; pension entities and similar institutions domiciled in Brazil or abroad.
