Brazilian Federal Revenue Service Normative Instruction No. 2,290/2025 has been in effect since January 1, 2026. It amended Normative Instruction No. 2,119/2022, which governs the Brazilian National Register of Legal Entities (CNPJ) and the identification of the ultimate beneficial owners of registered entities. One of the key changes is the requirement to confirm annually the information filed with the Brazilian Federal Revenue Service.
Entities subject to the new rules
The new requirements are being phased in. Some entities have been subject to them since 2026, while others will not become subject to them until 2027 or 2028. The applicable deadline depends on factors such as the entity’s legal form, revenue and ownership structure, and must therefore be assessed on a case-by-case basis.
As a rule, the obligation applies immediately to companies whose ownership chain includes legal entities, subject to the exemptions provided for in the regulations. One such exemption applies where the ownership chain ends with a publicly traded company whose shares are regularly traded on a market recognized by the Brazilian Securities and Exchange Commission (CVM), provided that the listed company is neither headquartered in a low-tax jurisdiction nor subject to a preferential tax regime.
Deadlines and annual confirmation
As a general rule, the information must be reported within 30 days of: (i) registration with the CNPJ; (ii) any change to the ultimate beneficial ownership information; or (iii) the date on which an entity that was previously exempt becomes subject to the reporting requirement.
In addition, entities subject to the reporting requirement must confirm or update the information annually, by the last day of each calendar year, even if there have been no changes since the previous filing.
Required information and supporting documentation
The regulations have also expanded the range of information to be provided, particularly with respect to ultimate beneficial owners who do not have a Brazilian Individual Taxpayer Registry number (CPF). In such cases, the individual’s foreign tax identification number and other identifying information must be provided.
Key considerations
Failure to comply may result in registration and operational restrictions, penalties and suspension of the entity’s CNPJ registration. Companies should therefore review their ownership structure, the supporting documentation available and the timetable applicable to them as soon as possible.
CR& Partners is available to assess how the new rules apply to Brazilian and foreign companies and to assist in preparing and submitting the required information.
