Newsletter | JULY 2025

Every month, the TM Associados team brings you a newsletter featuring essential topics for the success of your business. We address the main highlights in Advisory, Litigation, Labor, and Tax areas in a practical and objective way, helping you make safer and more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩

Tax

PDL No. 214/2025: National Congress Overturns IOF Increase

On June 25, 2025, the National Congress approved Legislative Decree Bill (PDL) No. 214/2025, which nullified the effects of Decrees No. 12.466, 12.467, and 12.499. These decrees had increased the tax rates of the Tax on Financial Operations (IOF) across various modalities, such as credit, foreign exchange, insurance, and investment transactions.

The proposal was passed in the Chamber of Deputies by 383 votes in favor and 98 against. It was subsequently approved in the Senate and became Legislative Decree No. 176/2025, published on June 27, 2025, reinstating the previous wording of Decree No. 6.306/2007, which regulates the IOF.

Context and Justifications

The presidential decrees, issued in May and June 2025, aimed to increase federal revenue by approximately R$ 61 billion by 2026. However, lawmakers argued that these measures exceeded the Executive Branch’s regulatory authority by using the IOF — a tax of extrafiscal nature — for revenue purposes without proper Congressional approval.

What Changes with PDL No. 214/2025

With the repeal of Decrees No. 12.466, 12.467, and 12.499/2025, several IOF increases and new taxable events were canceled. See below:

• Corporate credit: the maximum annual cost returns from up to 3.95% to 1.88%; micro and small businesses go back to a maximum of 0.88%;
• International cards and foreign exchange: rate drops from 3.5% to 3.38% for international cards (credit, debit, prepaid) and travelers’ checks;
• Remittances for foreign investment: returns to 0.38%, again aligned with other financial operations;
• Personal remittances and foreign currency purchases: return to 1.10%;
• Forfait and risk-assumed operations: exemption reinstated, strengthening the competitiveness of receivables-backed credit, except when there is joint liability;
• VGBL: the extra taxation on large contributions was eliminated; the full exemption is reinstated.

In short, the suspension of the decrees reverts the IOF rates to their 2024 levels across almost all fronts, easing the cost of credit operations, common currency exchange transactions, and private pension contributions, and reinstating the previously scheduled gradual decrease of the tax.

Practical Effects of the Repeal

With the Presidential Decrees overturned by Congress, IOF rates return to previous levels, reducing the tax burden on financial operations. This benefits multiple sectors of the economy that would have been adversely affected by the increase.

2nd Tax Newsletter:

Ministry of Finance Launches Official Portal on Tax Reform with Strategic Information for Businesses

The Ministry of Finance has launched an exclusive portal with information about the regulatory process of the Tax Reform currently underway in the National Congress. The page gathers the main complementary law bills, technical documents, and explanatory materials regarding the new consumption-based taxation system introduced by Constitutional Amendment No. 132/2023.

The portal is structured to enhance transparency in the legislative process and enable technical and operational monitoring by companies, public managers, legal and accounting professionals.

What Can Be Found on the New Portal?

The portal offers full access to proposals submitted by the Federal Government, especially Complementary Bill No. 68/2024 (converted into Supplementary Law No. 214/2025), which regulates the creation of the Tax on Goods and Services (IBS), the Contribution on Goods and Services (CBS), and the Selective Tax (IS). It also includes:

• Proposals on special regimes, transition mechanisms, cashback, and federal revenue distribution;
• Explanatory materials, presentations, and official news;
• A tax rate simulator developed in partnership with the World Bank, with estimates by sector.

This is an essential tool for companies that want to anticipate risks and opportunities related to the new tax model.

Technical Advisory Program (PAT-RTC)

The portal also outlines the structure of the Technical Advisory Program for the Implementation of the Consumption Tax Reform (PAT-RTC), coordinated by the Systematization Committee and 19 Thematic Technical Groups, including:

• Special regimes;
• Accumulated ICMS and credit reimbursement;
• Basic food basket and tax refund for low-income populations.

The Committee has been meeting weekly with a 60-day deadline to finalize preliminary drafts that will guide legislative procedures in the coming months.

How Can TM Associados Support Your Company?

TM Associados’ tax team is actively monitoring the regulatory process of the Tax Reform, focusing on legal certainty, operational compliance, and strategic tax planning through:

• Technical analysis of ongoing projects and their sectoral impacts;
• Tax simulation studies and diagnostics for affected businesses;
• Guidance on contractual restructuring and tax reorganization;
• Continuous updates on relevant legislative changes.

We are ready to support your company in adapting to the new tax landscape with practical, safe solutions aligned with your business goals.

Advisory

New Requirements for Company Incorporation and Impacts of the Federal Revenue’s Tax Administration Module (AT)

What’s happening?
The Federal Revenue Service (Receita Federal) published Technical Note No. 181/2025 (COCAD), detailing the new AT Module of Redesim, which will go live on July 27, 2025.
The main change is the mandatory selection of the tax regime (Simples Nacional, Presumed Profit, or Actual Profit) at the time of CNPJ registration — a step that previously could be done up to 30 days after incorporation.

Main Changes in the Incorporation Process

Business Sector Warnings

In a letter sent to Minister Fernando Haddad, seven business confederations requested a revision of the timeline and pointed out the following risks:

• Added bureaucracy and delays in CNPJ issuance;
• Fragmentation of workflow between Boards of Trade and Receita Federal, undoing recent systems integration;
• A “technically unfeasible” deadline for the 27 Boards of Trade to adapt by July;
• Greater legal uncertainty for micro and small enterprises.

Critical Timeline

Talk to our team!
TM Associados’ Advisory and Tax teams are closely monitoring all updates from Receita Federal and the Boards of Trade to support entrepreneurs in starting new businesses.

Labor

MENTAL HEALTH IN THE WORKPLACE: NEW NR-1 RULES

Mental health in the workplace has become one of the most pressing concerns in labor law in 2025. In an increasingly fast-paced, connected, and demanding world, emotional overload and work-related psychological disorders have intensified at an alarming rate. Cases of burnout, depression, anxiety, and chronic stress are now leading causes of medical leave and lawsuits for moral damages.

In response to this situation, the Ministry of Labor implemented a major update to Regulatory Standard No. 1 (NR-1), which governs occupational risk management.

The New Framework

The updated rule — now set to take effect on May 26, 2026 — introduces psychosocial risks as formal elements that must be mapped, assessed, and mitigated by companies. These risks include moral harassment, excessive performance pressure, exhaustive work hours, and toxic organizational environments, all of which can seriously affect employees’ emotional well-being.

While necessary, the change has raised several practical concerns:

• How to measure psychological risk?
• What legally defines a mentally healthy work environment?

The absence of clear technical criteria makes it difficult for both companies and labor auditors to define safe behavioral standards. Legal uncertainty is compounded by the growing wave of litigation related to mental illness at work, with courts increasingly awarding large sums for moral damages, recognizing occupational diseases, and granting job stability.

Legal Trends and Court Decisions

The courts have already begun establishing consistent case law stating that employers who fail to address psychosocial risks violate their duty to protect workers’ integrity. Companies that do not implement preventive measures — such as mental health support channels, psychological counseling, leadership training, or workload reviews — are becoming more vulnerable to lawsuits and inspections.

More Than Legal Compliance: A Strategic Imperative

Beyond being a legal obligation, prioritizing mental health has become an ethical and strategic necessity. Companies that act preventively:

• Reduce absenteeism and turnover
• Improve productivity
• Strengthen institutional reputation

They also show commitment to respectful, dignified, and emotionally balanced work relationships, valued by both the market and their employees.

Practical Case

To illustrate the legal implications of workplace mental health, consider a recent high-profile case:
In 2023, Banco Itaú was ordered by the Labor Court of Bauru (SP) to pay R$ 200,000 in moral damages to a bank employee diagnosed with burnout syndrome.

The court found the employee was subjected to an environment of “organizational moral harassment”, a systemic practice going beyond isolated abusive acts. It involved constant and humiliating demands, excessive working hours, and the absence of effective psychological support.

The medical report indicated serious psychiatric disorders, including depression and anxiety, directly linked to the working conditions. The employee reported daily pressure, abusive demands for targets, and humiliating group meetings, creating an atmosphere of permanent stress and fear.

The court recognized not only the causal link between the mental illness and the job but also that the bank failed to take preventive measures to ensure a healthy workplace, breaching its legal obligation to protect employee health.

Conclusion

The NR-1 update marks a new milestone in the recognition of mental health as a core element of labor protection.

With the mandatory mapping of psychosocial risks and adoption of preventive actions, companies must review their management culture and organizational structure. Negligence in this area could result in talent loss, productivity decline, and serious legal consequences, including lawsuits, fines, and reputational damage.

In this context, companies must act proactively, technically, and collaboratively. Implementing good mental health practices — aligned with strict compliance with NR-1 — ensures not only legal protection but also a healthier, more sustainable, and productive environment.

Caring for workers’ emotional health, once seen as a competitive advantage, is now a legal requirement and ethical commitment to the future of labor relations.

Litigation

The Luva de Pedreiro Case: A Lesson in Contracts, Poorly Aligned Clauses, and Business Risks

The recent conclusion of the legal dispute between Iran Ferreira, the influencer known as Luva de Pedreiro, and his former manager Allan Jesus, has shed light on fundamental issues in contract law and civil liability in contemporary business relations.

The controversy began in 2022, when Luva de Pedreiro publicly announced his breakup with his then-manager, citing dissatisfaction with the management of his career and a lack of financial transparency. Despite the public outcry on social media, the agency agreement between the parties was still in force, containing express clauses on exclusivity, obligation to provide accounts, and a termination penalty initially set at R$ 5.3 million.

The split was done unilaterally and abruptly, without any formal notice or attempt at mediation. In response, Allan Jesus filed a lawsuit claiming enforcement of the contractual penalty, compensation for moral damages due to the negative public exposure he suffered, and reimbursement of expenses incurred during the agency relationship — such as investments in infrastructure, image, and brand positioning of the influencer.

Throughout the lawsuit, Iran Ferreira’s legal defense argued that there had been a breach of trust and mismanagement on the manager’s part, claiming the influencer did not have full knowledge of the income received or of strategic decisions being made in his name. However, the court found no concrete evidence of bad faith or contractual violation by the manager.

The judgment issued by the 2nd Civil Court of Barra da Tijuca, in Rio de Janeiro, considered the termination unjustified and held that Allan Jesus had acted within the legal and contractual bounds of his agency. The judge also emphasized that the influencer’s dissatisfaction had not been formally communicated, nor were there any renegotiation attempts, highlighting the lack of contractual governance by the influencer and his legal team.

As a result, compensation was set at R$ 3.6 million, which included:

• A partial value of the contractual penalty (adjusted within reasonable limits);
• Reimbursement of duly proven investments;
• Compensation for moral damages due to the negative public exposure suffered by the manager.

Furthermore, the judge emphasized that the media impact of the termination, done impulsively and without technical backing, damaged Allan Jesus’s image, directly affecting his professional reputation in the artistic and business spheres.

What Does This Case Reveal About Business Disputes?

Although it involves the world of digital influencers, the case reflects situations very familiar to corporate litigators. It exposes the risks of poorly advised decisions, the absence of well-structured exit clauses, and lack of legal follow-up throughout the contract execution.

The main issue wasn’t merely the decision to end the relationship, but how it was carried out: without proper technical support, no formal communication, and no prior conflict management measures. The lack of contractual governance, especially in contracts involving high economic value and public visibility, can turn minor disagreements into multi-million-dollar lawsuits.

The case also highlighted that subjective claims and interpersonal tensions do not override the legal validity of a contract. Even when legitimate frustrations exist, they must be formalized, documented, and preferably addressed through renegotiation or out-of-court mediation.

Key Lessons for Companies

The Luva de Pedreiro case is a striking example of how poor contract management can jeopardize results, damage reputations, and threaten business continuity. Key takeaways include:

1. Contracts are risk and protection assets:
Signing a contract alone does not guarantee legal safety. It is essential to understand the impact of each clause, manage deadlines and obligations, and review terms regularly. Well-drafted contracts reduce risk exposure and improve business performance.

2. Verbal or informal agreements do not offer legal protection:
While sometimes recognized, verbal agreements lack crucial evidentiary and clarity elements. Testimonies, emails, or WhatsApp messages are weak in court disputes. A well-drafted, signed contract structures the relationship, defines obligations, and prevents litigation.

3. Termination and indemnity clauses are as critical as commercial terms:
These clauses determine how the relationship can end, what costs are involved, and the conditions for compensation. Neglecting this point can lead to unexpected liabilities, damage to the company’s reputation, and cash flow problems in the event of a dispute.

4. Lack of ongoing legal counsel can be costly:
Relying on legal advice only at the time of signing is a common mistake. Business contracts require ongoing technical oversight throughout the relationship — including renegotiations, notifications, penalties, and terminations. This is especially crucial in relationships with information asymmetry or strategic value.

How Can We Support Your Company?

At TM Associados, we provide preventive and litigation-focused support to protect businesses across all contract life cycles:

• Structuring and reviewing business and commercial contracts;
• Planning strategic clauses (exclusivity, penalties, termination);
• Defense in civil liability disputes and indemnity claims;
• Legal protection of intangible assets (brand, image, know-how).