Brazil: UBO reporting reform and annual declaration requirements
Brazil’s Federal Revenue Service has introduced changes to Ultimate Beneficial Owner (UBO) reporting through Normative Instruction No. 2,290/2025, effective from 1 January 2026. The reform replaces existing filing processes with a new digital system, the Electronic Final Beneficial Owner Form (e‑BEF), and introduces mandatory annual declarations. The requirements apply to companies established in Brazil and their direct foreign shareholders, excluding publicly traded companies. The changes aim to improve transparency and consistency in identifying ownership and control. The first annual filing deadline under the new framework is 31 December 2026 for companies with existing UBO records.
Key changes and requirements
All UBO disclosures must now be submitted through the e‑BEF platform, replacing previous registration channels. Companies must provide detailed information on each UBO, including identification details, tax residency information, and the basis and duration of their classification as a UBO. Where no individual meets the UBO criteria, companies must designate administrators instead.
An ultimate beneficial owner continues to be defined as any individual who, directly or indirectly, holds a significant ownership interest—generally exceeding 25% of the equity or voting rights—or who, even without meeting this threshold, has the ability to influence relevant decisions, such as appointing management or directing the strategic conduct of the business.
The main innovation introduced by Normative Instruction No. 2,290/2025 is the creation of the e-BEF, which will become the mandatory channel for submitting this information to the Brazilian Federal Revenue Service. Under this new model, entities will be required not only to identify their ultimate beneficial owners but also to demonstrate, in a structured manner, the ownership or control chain that leads to such individuals.
The new regulation does not change the concept of an ultimate beneficial owner itself; however, it significantly modifies how this obligation must be fulfilled, notably through the introduction of an annual obligation to review, confirm, or update such information, even if there have been no changes in the entity’s ownership or control structure. Until now, UBO reporting was generally linked to specific events, such as the incorporation of an entity or changes to its registration information. Under the new regulation, the Brazilian Federal Revenue Service now requires these details to be reviewed, confirmed, or updated annually, transforming what was previously an event-driven obligation into an ongoing compliance requirement.
Annual reviews and updates are now mandatory, even where there have been no changes in ownership. Companies must submit the e‑BEF within 30 days of initial tax registration, becoming subject to reporting, or any change in beneficial ownership. In the absence of changes, an annual declaration must be submitted by 31 December each year.
Information submitted through the system will be integrated with Federal Revenue databases for automated verification. Failure to comply may result in administrative penalties, operational restrictions such as suspension of registration or limitations on financial transactions, and potential legal consequences in cases of incorrect or false reporting.
How can we help?
Computershare can support companies in identifying required UBO information and understanding classification criteria. We can assist with preparing and submitting filings through the e‑BEF system, managing annual updates, and monitoring changes that trigger reporting obligations. Our team can also help coordinate representative appointments and maintain ongoing compliance through our GEMS platform.
Contact:
Please contact your dedicated Computershare Relationship Manager or send an email to #GLCGSGECNetworkManagement@computershare.com for more information about how Computershare may assist you in responding to these new requirements.
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