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In brief

The Brazilian Federal Revenue Service’s Normative Instruction (IN) No. 2119, published on 6 December 2022 (IN 2119), amended the provisions on the requirements to the General Taxpayer’s Registry (CNPJ) under the Brazilian Federal Revenue Service, as well as the provisions related to the Disclosure of Ultimate Beneficial Owner (UBO) with the Federal Revenue Service.

More details

Among the changes established by the IN 2119, the following should be noted:

  • The entities domiciled in Brazil and domiciled abroad shall now have 30 calendar days, as of 1 January 2023 or from the date of its enrollment with CNPJ (if this procedure occurs after 1 January) to disclose the Ultimate Beneficiary Owner. Regarding the entities domiciled abroad, the request for extension of this deadline is admitted for another 30 calendar days, provided it is formalized and justified by the legal responsible for the CNPJ of the foreign entity with the Brazilian Federal Revenue.
  • In the process of disclosure the UBO of a foreign entity, the corporate instrument required by the Federal Revenue Service as proof of the entity’s existence must be an incorporation act or a full content certificate, issued by the competent Commercial Registry or equivalent in the origin country, demonstrating the composition of the share capital or voting rights of the entity.
  • In the UBO disclosure process, the organization chart required by the Brazilian Federal Revenue to attest the corporate chain of the entity, foreign or Brazilian, must now contain at least the following information: full name of each shareholder part of the corporate chain; shareholding, tax identification number (or similar, in the country of origin, if it is a foreign entity) and country of origin, aside from attesting the natural person as ultimate beneficial owner or mentioning that there is no such natural person that may be considered an ultimate beneficial owner, pursuant to Article 53 of IN 2119. Also, for foreign entities, the organizational chart must be issued by competent Commercial Board or equivalent in the country of origin or equivalent, or signed in Brazil by its legal representative/attorney-in-fact;
  • Still regarding the UBO disclosure process, entities domiciled in Brazil that have only natural person as shareholders are now required to disclosure the Ultimate Beneficiary Owner in case the non-existence of shareholders with more than a 25% equity interest;
  • The DBEs (Brazilian Federal Revenue´s filling forms) issued and not presented to the competent authority for the UBO disclosure will have a limited 90-day validity period, counted from the issuance date of the DBE. The DBEs will be automatically canceled by the national REDESIM collector if not presented within such deadline
  • As of the effectiveness of IN 2119 and with the update of the national REDESIM collector system, the issuance of the CNPJ of a corporation with a single officer can now be duly effected, as well as the registration of a corporation or limited liability company with an officer residing abroad, as long as the officer appoints and maintains an attorney-in-fact resident in Brazil.

The IN 2119 was published in the Official Federal Gazette (“Diário Oficial da União“) and came into force on 1 January 2023. As of this date, the provisions above must be observed for the purposes of the disclosure of Ultimate Beneficial Owners and of the enrollment of General Taxpayer’s Registry, in Brazil.

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Trench Rossi Watanabe and Baker McKenzie have executed a strategic cooperation agreement for consulting on foreign law.


Anna Tavares de Mello joined the Firm in 1996 and became partner in 2001. She is a managing partner of the Rio de Janeiro office, where she coordinates the Corporate and Capital Markets, Mergers and Acquisitions, Insurance and Reinsurance, and Large Projects and Oil and Gas Practice Groups. She is also co-leader of the Firm’s Corporate & Finance Group, as well as leader of the Diversity & Inclusion and Corporate Social Responsibility Committees. In addition, she was a member of the Management Committee of Trench Rossi Watanabe twice. Anna is an expert in buy-sell agreements and joint ventures, acting from transaction planning to drafting and negotiation of all related contracts, as well as advising on corporate matters in general, corporate restructurings, and regulatory matters in the capital markets area. Her performance is recognized in large projects in the areas of oil and gas, energy, infrastructure, and the insurance industry. She has also worked for six years in the Legal Department of Esso Brasileira de Petróleo S.A. With regard to her work in D&I, Anna co-founded five of the Firm’s Affinity Groups: “Gender Equality”, “People with Disabilities,” “Religious Tolerance,” “Race and Ethnicity” and “LGBTQIA +” created in 2016, with the goal of expanding and strengthening the culture of respect and inclusion in the workplace.
Trench Rossi Watanabe and Baker McKenzie have executed a strategic cooperation agreement for consulting on foreign law.


Paula Alonso joined the Firm in 2016. She integrates M&A and Capital Markets Practice Group with focus on Corporate Law matters and in mergers and acquisitions transactions, joint venture, corporate restructuring, handling complex, multijurisdictional transactions, as well as corporate matters and commercial and contract law matters. Paula Alonso assists and advises clients on corporate and mergers and acquisitions areas, coordinating projects, including complex, multijurisdictional transactions, from the preliminary agreements and negotiations until the closing of the transaction, including the due diligence coordination, drafting and negotiation of acquisition and investment agreements, joint venture contracts, and other corporate agreements. Advises clients on corporate restructures, besides providing general advice on corporate matters.
Trench Rossi Watanabe and Baker McKenzie have executed a strategic cooperation agreement for consulting on foreign law.

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