Countries › Brazil › Guide › 4. Entities and setup › Beneficial ownership in Brazil: the 25 percent test, the e-BEF form, 2026 to 2028 phase in and CNPJ suspension

Beneficial ownership in Brazil: the 25 percent test, the e-BEF form, 2026 to 2028 phase in and CNPJ suspension

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Last verified: 2026-10-27 · Status: Changing

Brazil tracks beneficial owners through the federal CNPJ registry: the individuals who ultimately own more than 25 percent of capital or votes, or who prevail in decisions and elect most managers, must be named in the Federal Revenue's e-BEF digital form. Since 1 January 2026, e-BEF is due within 30 days of CNPJ registration or of any change and must be confirmed every year by 31 December; foreign entities with a CNPJ and Ltdas. with a corporate quotaholder file now, while other Ltdas. phase in from 2027 (revenue above R$78,000,000) and 2028 (above R$4,800,000). Failure means suspension of the CNPJ and a bar on banking, except operations to return the investment abroad, plus late filing fines.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.5007 per US dollar for 26 October 2026, the latest rate published when this page was verified. Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Capital or voting share above which an individual is a beneficial owner	More than 25 %Instrução Normativa RFB nº 2.119 art. 53 § 1 item I, as of 2026-10-27 · in force
Deadline to file e-BEF after CNPJ registration	30 daysInstrução Normativa RFB nº 2.119 art. 55-A item I a, as of 2026-10-27 · in force
Deadline to update e-BEF after a change	30 daysInstrução Normativa RFB nº 2.119 art. 55-A item I b, as of 2026-10-27 · in force
Minimum retention of beneficial owner records	5 yearsInstrução Normativa RFB nº 2.119 art. 55-F, as of 2026-10-27 · in force
Where beneficial owners are recorded	Federal Revenue CNPJ registry through the e-BEF form Instrução Normativa RFB nº 2.119 arts. 55-A and 55-C, as of 2026-10-27 · in force
Cure period after notice before CNPJ suspension	30 daysInstrução Normativa RFB nº 2.119 art. 56 § 3, as of 2026-10-27 · in force
Ltda. revenue above which e-BEF is due from 1 January 2027	78000000 BRLInstrução Normativa RFB nº 2.119 Annex XVI, 1st stage, as of 2026-10-27 · in force
Ltda. revenue above which e-BEF is due from 1 January 2028	4800000 BRLInstrução Normativa RFB nº 2.119 Annex XVI, 2nd stage, as of 2026-10-27 · in force

The rule

1. Who is a beneficial owner: the individual who ultimately, directly or indirectly, owns, controls or significantly influences the entity, or on whose behalf a transaction is carried out. Significant influence exists when the individual holds more than 25 percent of the capital or votes, directly or indirectly, or, alone or with others, prevails in corporate decisions and has the power to elect the majority of managers, even without control. The test runs through the whole ownership chain.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 53 § 1 as worded by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 53 caput, § 1 items I and II, § 2, 2025-10-30 official text · verified 2026-10-27

2. Special cases: when no individual meets the test, those who manage the entity are reported instead. Managers of foreign entities who are not shareholders are listed only as managers in the CNPJ shareholder and manager list (QSA). In an SCP the ostensive and participating partners are all beneficial owners; in a trust, the settlors, trustees, protectors, beneficiaries and any other individual with ultimate effective control.Instrução Normativa RFB nº 2.119 of 6 December 2022, as amended by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 53 §§ 3 to 5; art. 54 § 4, 2025-10-30 official text · verified 2026-10-27

3. Brazilian entities that must report: business and civil companies, associations, cooperatives and foundations domiciled in Brazil, including suspended and unfit ones, that require a CNPJ. Exempt: state owned companies and mixed capital companies, publicly held S.As. and their subsidiaries, the Brazilian establishment of an Argentine Brazilian binational company and other binational companies, CVM regulated funds that report monthly to the Federal Revenue, employer consortia, individual entrepreneurs and MEIs, single member Ltdas. and single member law firms. The exemption also covers the share of capital that the listed exempt entities hold in other companies.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 54 as worded by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 54 caput, § 1 items I to IX, § 5, 2025-10-30 official text · verified 2026-10-27 · changed: Instrução Normativa RFB nº 2.290, in force 1 January 2026, revoked the former exemption for companies owned only by individuals listed in the QSA with one above 25 percent and added single member Ltdas. and MEIs to the exemptions.

4. Foreign entities that must report: legal entities and trusts domiciled abroad that hold rights, carry on activities or perform acts in Brazil requiring a CNPJ, for example holding quotas or shares in a Brazilian company. Exempt are, among others, companies (and their subsidiaries) whose shares trade regularly on a regulated market recognized by the CVM in a country requiring public disclosure of relevant shareholders, if not located in a favored tax jurisdiction or under a privileged tax regime; multilateral organizations, central banks, governments and sovereign funds and entities they control; and qualifying widely held, regulated and diversified collective investment vehicles with 100 or more investors.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 55 as amended by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55 caput and § 1 items I, III, VI and VII, 2025-10-30 official text · verified 2026-10-27

5. Portfolio investors registered through the CVM: global custodians and similar regulated institutions, regulated intermediaries trading on own account, and entities wholly owned by them, registered in the CNPJ through the CVM and without significant influence over a Brazilian entity, report beneficial owners only when the Federal Revenue asks, within 30 days extendable once for the same period.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 55 §§ 3 and 11 as worded by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55 § 3; art. 55 § 11, 2025-10-30 official text · verified 2026-10-27

6. When to file e-BEF: within 30 days of CNPJ registration, of a change in beneficial owners, or of an exempt entity becoming obliged; otherwise annually by the last day of the calendar year. The form is filed centrally by the head office on the Federal Revenue services portal, comes pre filled with Federal Revenue data, and is signed digitally by the entity and by each beneficial owner who has a CPF. An entity that becomes exempt closes its active beneficial owners in e-BEF within 30 days.
Cost to do it: No government fee for filing e-BEF; the cost is collecting chain documents and obtaining digital signatures.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 55-A included by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55-A items I and II and §§ 1 to 4, 2025-10-30 official text · verified 2026-10-27

7. Data required: the features that make the individual a beneficial owner and the period covered, and the CPF; a foreigner without a CPF gives full name, date of birth, identity document or passport and issuing country, country of tax residence and tax number, nationality and place of birth, permanent address and contact email. A non resident beneficial owner's legal representative or attorney in Brazil is also identified with name, address and CPF. The individuals reported become part of the entity's CNPJ registration data.Instrução Normativa RFB nº 2.119 of 6 December 2022, arts. 55-B and 55-C included by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55-B and sole paragraph; art. 55-C, 2025-10-30 official text · verified 2026-10-27

8. Phase in: simple partnerships and Ltdas., non profit entities, foreign entities investing in financial and capital markets, and pension entities file e-BEF in stages: from 1 January 2027 Ltdas. and simple partnerships with prior year gross revenue above R$78,000,000 and foreign financial market investors; from 1 January 2028 those with revenue above R$4,800,000 and pension entities and funds. Ltdas. with at least one legal entity in the QSA, and all other obliged entities, file from 1 January 2026 whatever their revenue. Revenue is gross revenue as declared in the prior year's ECF.
Example: A Ltda. owned by two Brazilian individuals with R$10,000,000 of revenue in 2027 files from 1 January 2028; the same Ltda. with a foreign parent among its quotaholders files already in 2026. / R$10,000,000 is about US$1.82 million; the 2027 stage threshold of R$78,000,000 is about US$14.18 million and the 2028 threshold of R$4,800,000 is about US$872,616.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 55-G and Annex XVI, included by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55-G caput and sole paragraph; Annex XVI, 2025-10-30 official text · verified 2026-10-27

9. Sanctions: an entity that does not file e-BEF, or files it with omissions or errors, has its CNPJ suspended after a notice giving 30 days to cure, and may not deal with banks, including moving accounts, investing and borrowing; suspension also bars tax incentives, credit with public funds and issuing electronic invoices. The banking bar does not apply to operations needed to return the investment to the country of origin or to meet obligations assumed before the suspension. Late filing carries the fines of art. 57 item I of Medida Provisória nº 2.158-35 of 2001, and false information is, in principle, the crime of ideological falsehood under art. 299 of the Penal Code.Instrução Normativa RFB nº 2.119 of 6 December 2022, arts. 48, 55-D and 56 as amended by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 48; art. 55-D; art. 56 caput and §§ 1, 3 and 4, 2025-10-30 official text · verified 2026-10-27

10. Proof and records: proof of e-BEF filing is required whenever tax regularity must be shown, including to register, change or close a CNPJ. Supporting documents, or proof of exemption, must be kept for at least five years from the first day of the year after the individual ceased to be a beneficial owner or the entity closed.Instrução Normativa RFB nº 2.119 of 6 December 2022, arts. 55-E and 55-F included by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55-E; art. 55-F, 2025-10-30 official text · verified 2026-10-27

Entity	From	Rule
Ltda. with at least one legal entity in its QSA (for example a foreign parent plus another quotaholder)	2026	Art. 55-G sole paragraph
Foreign entity holding quotas, shares or other rights in Brazil with a CNPJ	2026 (save exemptions)	Arts. 55 and 55-G
Closely held S.A.	2026	Arts. 54 and 55-G
Ltda. or simple partnership with only individual members, prior year revenue above R$78,000,000	1 January 2027	Annex XVI, 1st stage
Same, revenue above R$4,800,000	1 January 2028	Annex XVI, 2nd stage
Single member Ltda., MEI, individual entrepreneur, publicly held S.A. and subsidiaries	Exempt	Art. 54 § 1

Who files e-BEF and from when (IN RFB nº 2.119 as amended by IN RFB nº 2.290, in force 1 January 2026)

Worked example

A Brazilian Ltda. is owned 70 percent by a Delaware holding company and 30 percent by a Cayman fund; the Delaware company is owned 60 percent by one individual and 40 percent by another; the fund has 12 investors, none above 25 percent, run by a general partner controlled by one individual.
Tracing the chain (IN RFB nº 2.119 art. 53 § 2): the first individual holds 42 percent indirectly (60 percent of 70 percent) and the second 28 percent (40 percent of 70 percent), both above 25 percent. No fund investor crosses 25 percent and the fund does not meet the 100 investor exemption, so its controlling individual is reported if that individual prevails in decisions or elects most managers.
Because the Ltda. has legal entities in its QSA, it files e-BEF in 2026, within 30 days of its CNPJ or of any change, and confirms by 31 December each year. The Delaware company and the fund, each holding a CNPJ as foreign investors, also report their own beneficial owners (art. 55).

Step by step

1. Map the chain from the Brazilian entity up to individuals and compute indirect percentages; record who prevails in decisions or elects most managers.
2. Check exemptions at each level (listed company, sovereign, widely held regulated fund, single member Ltda.).
3. Collect CPFs, or for foreigners without a CPF passport, tax residence and number, address and email; appoint a Brazilian representative for non resident beneficial owners if used.
4. File e-BEF through the head office on the Federal Revenue services portal and obtain the digital signatures of beneficial owners with a CPF.
5. Set internal alerts so any change in ownership or control is filed within 30 days, and confirm by 31 December each year.
6. Keep the chain documents, including an organization chart for foreign entities, for five years after a person ceases to be a beneficial owner.

Common traps

Stopping at the foreign parent. The test always ends with individuals; a holding company is never itself the beneficial owner (IN RFB nº 2.119 art. 53).
Relying on the old exemption for companies owned only by individuals with one above 25 percent: it was revoked from 2026; such Ltdas. now follow the 2027 and 2028 phase in.
Suspension blocks bank accounts and electronic invoicing (arts. 48 and 56), which in practice stops operations.
Forgetting the annual confirmation by 31 December when nothing changed (art. 55-A II).
False or incomplete chain information is not only a tax issue: it may be referred for prosecution as ideological falsehood (art. 55-D).

Sources

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