To grow in today’s market is a challenge that requires a lot more good ideas and products. To achieve the expansion of the security, it is essential that your company has a corporate structure that is appropriate to their goals. In this scenario, the restructuring itself as a strategic tool, able to prepare the business for a new development cycle, with more certainty and clarity in decision-making.

What is corporate restructuring?

Corporate restructuring is a set of legal operations provided for in the brazilian corporate law in relation to corporations in business with the objective to modify the structure, composition and functioning. They are legal documents that allow for the adaptation of companies to the economic reality, the regulatory environment, or the new year.

The main types of rearrangement are:

• Spin-off occurs when a company transfers a portion of its assets to one or more other companies, which may result in the company being spun-off (spin-off of total) or a continuum (spin-off).

• Fusion is the union of two or more companies which are cut to form a new one that will take over your legal rights and obligations.

• Incorporation is the process by which one or more of the corporations are absorbed by another, which of them will succeed to all their rights and obligations, such that only a real estate developer.

• The transformation occurs when a company changes its corporate type (for example, from limited liability company to a joint stock company), there is no dissolution of, or the creation of a new legal entity.

These operations must be carried out in accordance with the legal procedures, including the resolution of the shareholders, the preparation of the acts of the company are certain to as a protocol, rationale, and contract modifications) and the registry at the relevant bodies.

More than just a formal step, a corporate re-organization, should be understood as part of a comprehensive medium-and long-term, and have a direct impact on the governance, management, and positioning of the company in the market.

The establishment of holding companies as the engine of economic organization.

It is possible to restructure as an alternative of recurrent, is the creation of holding companies — companies whose primary activity is the participation in the equity of other companies. The holdings can be used for a variety of purposes, such as:

• The centering of the management of the group’s business;
• The organization of the asset and the holding company; and
• Design planning succession in the family.

Depending on their composition and purpose, the holding company may be pure when it is devoted solely to the company’s interest) or in combination (for example, when, in addition, carries out activity in operating assets). The constitution has to be in line with the reality, and the objective of the company’s or the group’s economic, always taking into account the limits of the law, and the transparency of its operations.

When a corporate re-organization can be beneficial?

1. The expansion and reorganization of the operating

Companies on growth-you can adopt more complex structures, such as a subsidiary, or a subsidiary, in order to target the areas of the business, to distribute the responsibilities, and to allow for greater administrative efficiency.

2. With the new investments and / or partnerships

The clarity of the structure is the key factor to attract investors and new business partners. In the reorganization, it can ease to entry to the capital, and to provide more legal certainty to the parties involved.

3. Planning the succession, and the continuity of the management of

For societies, families, to re-order allows you to organize the succession of the order, with a clear definition of roles and division of fees and the rules of governance, and avoiding future conflict between his heirs and thus ensuring the longevity of your business.

4. The improvement of the structure of the tax within the law

Depending on the model of corporate governance, and the tax system is adopted, the re may result in a model that is best suited to the economic reality of the company, subject to compliance with the principles of legality, good faith and in the substance of economic transactions.

Care is essential to promote the re-organisation.

The change in the corporate structure should be carried out with the planning and follow-up expert. Some of the critical points include the following:

• A survey of the risks and liabilities: hidden;
• Tax compliance, labor and employment, and corporate;
• Evaluation of the accounting and financial assets;
• The drafting of legal documents in a consistent and contracts, by-laws, agreements, members); and
• Registration and communicating with the appropriate authorities, as the Board of Trade, and the internal Revenue service.

It is important that the reorganization be the basis of technical, economic purpose, valid and in accordance with the legislation in force and to avoid man-made structures, or focused solely on the economics of taxation.

Corporate restructuring is a strategy that’s smart for companies that want to grow with structure and predictability. When well designed, it makes it possible to adjust the business model to the realities of the business to mitigate risk and facilitate the succession, and to increase access to opportunities in the market.

This is a strategic decision that must be carried out with the support of a qualified service technician, from the point of view of the rule of law, transparency, and in the collective interest of the membership. In a scenario that is increasingly complex, focused, this is the best way to ensure a strong future for a sustainable society.

Barbara Rita Escapin – a Lawyer with a degree in Law from the faculty of Integrated River in the White Foundation members in São Paulo, enrolled with the Brazilian bar association, São Paulo (OAB/SP) (2019). The training on Executive Education/the Compliance by Fundação Getúlio Vargas (2022). A post-graduate degree in Corporate Law from Fundação Getúlio Vargas. She is the author of the articles. A lawyer and a Leader of the TM is Associated with it.

Carolina Cotrin de Oliveira, a Lawyer with a degree in Law from Pontifícia Universidade Católica de Campinas (PUCCAMP). A post-graduate degree in international Law from Universidade Presbiteriana Mackenzie, brazil. Registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2019). She is the author of the articles. A lawyer for the Department, the Advisory does have Associated with it.

The termination of a marriage, although it is marked by a personal decision, delicate, could be legally enforceable simple, secure, and faster, when carried out in an integrated way. The brazilian legal framework allows for the divorce is agreed to be paid directly to the registry office, without the intervention of the Judiciary, provided that under certain legal requirements. It is in the divorce, out-of-court, the expression moderna autonomy in the private and in the desjudicialização of civil affairs.

The consolidation of the divorce, out-of-court represents a significant development in the legal treatment of marital relationships. When you recognize the validity of the will, in conjunction with their spouses, and to allow for the dissolution of the bond, without the need for criminalization, the system focuses on solutions, and optimizes the resources in the public and promote greater efficiency in the provision of jurisdictional arrangements. It’s an alternative that combines the simplicity and orderly procedure in the interests of legal certainty, ensuring that the parties to a less stressful and more consistent with the social realities of contemporary life.

The legal requirements for the completion of the divorce, out-of-court

The divorce court was inducted into the brazilian legal framework for the law, 11.441/07, which was later amended and consolidated by the CPC/15, which has been incorporated into this content, in art. 733¹, which authorized the drafting of a deed of divorce, legal separation, and the share of goods in consensual sexual acts directly at the offices of the notes.

So what is the procedure for a divorce out of court may be made, it is necessary to comply with a few requirements:

1. Mutual consent of the spouses , via out-of-court-in is only allowed when there is a full agreement between the parties, the decision of whether or not to divorce and to the terms of the disruption – such as division of property, maintenance, and any change of the name. Any dispute regarding these points cannot be in the deed, and it requires the criminalization of the complaint.
2. The absence of a child or disabled person: The presence of minor children, or unable to impose guardianship on the State of their interests, which are not available. For this reason, in these cases, the Public Prosecutor’s office shall be heard, and that requires the filing of a lawsuit. However, if the children are older and are able to, same as, which is economically dependent on, for the divorce to be able to follow the route of administration;
3. Mandatory presence of a lawyer: a lawyer is one of the conditions for the validity of the deed, the professionals who are responsible for ensuring that the rights of the parties are preserved. You can appoint a lawyer for the joint to the couple’s lawyers or different;
4. The capacity of civil, full of the parties involved: the People were banned, and with an intellectual disability, which may compromise their independence, or to any condition that would limit your ability to manifest will, you can choose via other means. This is because of the presence of the incapable and demands the custody, and the intervention of a court.

In addition to these requirements, the documentation must be complete and up to date: the marriage certificate, personal document, the birth certificate of the goods, the antenupcial (if any), and the evidence relating to the shares.

In the event that any of these requirements are not met, then the notary shall refuse to execute the write and direct the parties to look to the Legal system. On the other hand, when all the requirements are met, the public deed of divorce takes effect immediately, and can be used for any purposes that are legal registration of the marriage certificate, update records, balance sheet, and changes to the land registry before the administration of public and private sector.

The procedure in the office of the notes

The procedure of divorce, out-of-court begins with the selection of Tabelionato de Notas, which will draw up the deed, which shall formalise termination of a marriage. The law does not require that the registrar’s office is located at the place of residence of the persons, or the place where it was celebrated the marriage, which offers the freedom of choice of the parties. You, as a rule, by the registry office, more reputable, more agile, or that you have the digital services, especially in the major cities and urban areas.

To begin, the husband – for herself, or by his attorney, shall schedule a service on the registrar’s office and submit all the required documentation. This would include a marriage certificate update (issued within the last 90 days, personal identification documents, the antenupcial (if there is one), the issue of certificates of the goods are to be shared (such as the registration of real estate, the documents of the vehicle, and financial statements), in addition to the proof-of-discharge in respect of the tax, if applicable. In the presence of a lawyer is mandatory, and their qualifications will be included in the write – you can act for both parties to act separately.

With the documents in hand, and all of the terms agreed upon, it will be written on the draft of the deed. It shall contain provisions to the clear and detailed, the desire to dissolve the marriage in the form of a share of the property, the decision on whether to maintain or return the name of the single, as well as the definition of a liability for costs, and applicable taxes. If the spouses choose not to share right away, that intention must be specifically set forth in the deed, in order to avoid allegations of omission or invalidity of the future.

The notary public shall exercise the function of control, the formal and the rule of law, making sure that the legal requirements have been met and that there are no elements that require the intervention of a judicial – like questions about the ability of the parties to the absence of a consensus, or an irregularity in the documents. The professional will also be able to clarify the doubts of the parties, even though its operation does not replace the advice of an attorney.

To complete the conference, and the book is prepared and signed by both spouses and their lawyers and, where necessary, on the website.

The deed of divorce has the effectiveness of the immediate, but the effects on third parties to rely on the proper registration at the Civil Registry Office at the seat of marriage must be provided at the initiative of the partners. In addition to this, when there is a share of a property, it is essential for the registration under the registration numbers of the buildings on the property, the transfer of ownership of the vehicle along with the bodies of the road and, where appropriate, the notice to the banks, financial institutions, the irs, and other government entities, and private, depending on the nature of the goods.

The time limit for the completion of the procedure depends on the complexity of the case, and the completeness of the documentation provided, but, in general, the deed may be executed in two to five business days. In situations that are more complex, as it shares with the goods of high value or multiple properties, there may be a need for proceedings supplementary to and including the guidance for fiscal development due when, ITCMD, or the need for amendments sheet prior.

The costs include the fees cartorários set out in the tables of state, which varies depending on the value of the assets are shared, and the number of pages in the act, and in addition to that of the attorney(s) attorney(s) and a possible tax on the transfer of assets. In some cases, as the shares are uneven or streams-cost, there may be a requirement for pre-payment of taxes prior to the drafting.

In the end, it’s worth noting that, in spite of the informal sector on the environment, cartorário, the process requires attention to technique. The work in a diligent attorney is crucial in order to ensure the validity of the act is to avoid the clauses of poorly-written, to predict consequences of the balance sheet and preserve the rights of the future. Divorce court is an effective path, but it takes planning, strategy, and legal guardian.

The advantages of divorce, out-of-court

In the divorce, out-of-court has consolidated its position as an alternative to the moderna and more efficient on the court, especially in the context of the consensus and the absence of any such dispute. Advantages resulting from the combination of the rapid process, the reduction of the formalism and the full force of the legal act, and in compliance with the requirements of the law.

The main advantage is the speed at which the procedure. Unlike the litigation process, which can continue for months or years, even in cases of consensual sexual acts, the divorce at a notary’s office, can be done in just a few days, provided that the documentation is complete, and the terms to be set out between the parties.

In another aspect, it is important for a lot of time and money. Did not need to pleadings, hearings, and judicial intervention, and significantly reduces the cost of the procedure was limited to the fees cartorários, to, reasonable attorneys ‘ fees, and, eventually, for the tax to be charged on the share of the estate. This streamlined structure makes it more accessible for a lot of couples, with no compromise on the safety and security of law.

From a legal point of view, the safety and effectiveness of a public instrument shall be fully acknowledged. In the scripture, it has the nature of a writ of execution out-of-court, it has the same effect as a court order, and is for all lawful purposes, including the annotations, record, and changes to the registry. In addition to this, the act is carried out by a notary public, who serves as a guarantee of the legality of charge.

All in all, the divorce, out-of-court constitutes a lighter, more efficient and humane management of the end of the marriage. To allow the parties to exercise their autonomy, with the support of qualified legal, reduce litigation, to promote access to the legal system and the value of the autocomposição as a legitimate tool of the reorganization of social life.

Final thoughts

The divorce court is a step forward a normative and institutional framework to allow for the end of the marriage, agreed to give up with speed, security and autonomy of its parts.

In spite of the simplicity of the procedure, and the presence of a lawyer, it is essential to ensure that all legal requirements are being adequately met, while ensuring legal certainty, the validity of the act and the prevention of legal disputes in the future.

It is, therefore, an alternative, moderna, and effective, which combines the technique of the legal, self-sufficiency, private, and respect for the dignity of all parties involved, in the end, a relationship that is marital.

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1 Art. 733. The divorce is agreed, the separation of consensus, and the termination agreement was reached on the common-law marriage, when you don’t have the child, or the child is unable, it may be carried out by means of a public deed, irrespective of the type-approval of a court.
https://www.migalhas.com.br/depeso/429806/divorcio-extrajudicial-eficiencia-na-dissolucao-conjunta-do-casamento

Interest on shareholders ‘ equity the following as an effective strategy for the economy, a tax on the taxable Income for the year, even after the restrictions of the law, 14.789/23, which was limited to its elements.

The interest on CAPITAL, Interest on Capital, as a tool for strategic planning, the tax is available at the companies in the brazilian tax by your taxable income. Unlike in the case of cash dividends, which do not affect the basis for the calculation of the corporate income TAX and the social contribution on net income, of the amounts paid by way of interest on CAPITAL are deducted from the corporate tax base, which may result in fiscal savings significantly.

It is a mechanism that, when properly structured, can substantially reduce the tax burden of the business, while at the same time that it pays to its members.

With the entry into force of this law, 14.789/23, after 2024, have implemented new rules and regulations that have an impact on the tax deduction for the expenditure of CAPITAL, generating impact in its application, requiring, therefore, a greater attention to the taxpayers in order to avoid legal implications.

In this sense, the present article is to present the best of the interest on the capital and major changes.

1. Concept of limits and deductible CAPITAL:

The community process (JCP) that correspond to one of the many forms of return on the capital invested by the partners, the interest paid or credited to the legal entity, the individual, to the shareholders or to the shareholders, in consideration of the shareholders ‘ equity.

When you distribute to the partners, the amount will become an expense is deductible on the basis of the calculation of the corporate income TAX and the social contribution on net income, in the basis of the taxable Income for the year, this deduction is limited by law 14.789/23.

They are referred to the two boundaries of the fact that, being applied in all cases, whichever is greater. The limits are:

(i) 50% of the retained earnings and revenue reserves; or

(ii) 50% of the net profit for the year prior to the recognition of its own CAPITAL, and the social contribution on net income.

The rate of income tax of at least 15% of the amount received by members, individuals must be taken into account, but such a tax is often offset by the savings of auditors of the company, you can get up to 34% of the value of the deductible, whereas, the corporate income TAX (15%), and the additional corporate income TAX (10%), and TAXES (9%).

1.1. personal:

The members of the receiving community process (JCP) will be subject to the payment of income tax – Tax deducted at Source at the rate of 15% of the amount received. There are a burden to be borne by the individual, when the effect of the distribution of interest on CAPITAL.

In light of this, it is crucial to carry out a preliminary analysis on the profit realized on the distribution, there is a view that, although all the partners will be taxed on the global economy (business + partner) can to be a positive one.

This operation may result in a lower net-of-a 19% relative to the distribution of dividends to shareholders, which, though free, to a person, they are not tax deductible for the corporation subject to the tax in full by 34%.

1.2. the legal Person

On the receipt of the interest on CAPITAL, for a legal entity in Brazil, it is not intended as a value consists of the revenue, and suffers from lump-sum taxation (IRPJ, CSLL, PIS, and COFINS), making it ineffective in this scenario.

1.3. Residents in the outdoors

The distribution of the JCPJ to natural persons and legal entities residing abroad, there is a need for a risk assessment concerning the treaties and the tax applied in the context of the scan, as it is a mechanism for distributing the profits, only in Brazil, which may have an interpretation as distinct from other countries.

1.4. economic Efficiency compared to the dividend

Although it is the CAPITAL enseje tax at source, to a partner natural person, as opposed to dividends (currently free), the fact that the company that makes it an alternative to the process is the most advantageous. On a net basis, the economy, the tax can reach up to 19% in relation to the distribution via dividends are fully taxable at the entity, without any of the tax benefits.

2.&vaginal bleeding, Changes in legislation after 2024

With the entry into force of this law, 14.789/23, is the rule of the community process (JCP) has undergone significant changes since January 1, 2024. The changes introduced by the new legislation that have a direct impact on the manner of calculation of interest on CAPITAL, thereby reducing the scope of the basis of the calculation is limited to the tax benefits provided by the companies optantes by the taxable Income for the year.

The main changes with respect to the reset of the accounts that make up stockholders ‘ equity, for the purpose of calculation of interest on CAPITAL. After 2024, it will only be deemed to be for the following items:

(i) the paid-up capital stock;

(ii) the reserve capital from the capital gain on the issuance of the shares;

(c) revenue reserves (other than those arising from tax incentives); and

(iv) the profit or loss, earnings, and treasury stock are included in the new legislation.

In this way, they are to be excluded from the basis of the reserves, arising from, out of grants, investments, and other incentives that were previously used to zoom in on the basis of the calculation.

Another point that is relevant with respect to the seal of changes in equity and the artificial in the calculation of interest on CAPITAL, that is, it considers only the increases in equity is effectively added to the capital stock of the company. This measure aims to avoid operations that swelled artificially on the basis of the calculation of the benefit, and without any consideration of actual monetary operation is performed as a form of tax planning, aggressive, aimed at raising the deductible expense of the community process (JCP).

The methodology for the application of the interest rate that is used, it remains in the short-term investments – it is the Rate of Interest on Long-Term, which is applied pro rata portion of the die, that is to say, in proportion to the number of days in the period as the basis for the calculation.

These changes, by restricting the possibilities of a deduction, has an impact on the effectiveness of a community process (JCP) as a tool for tax planning. The internal Revenue service, including, but he has published a manual for the guidance returned to taxpayers, with the objective to standardize the procedures, as well as to mitigate the risk of a claim arising from misinterpretations of the new times.

Conclusion and considerations

In practical terms, the changes will promote a reduction in the deductibility of the interest on CAPITAL, and, as a consequence, an increase in the burden of paying the tax, effective as of the company making the payment. The new law requires, therefore, a review of the strategies, taxation and more attention is given to the accounting standards used in the calculation of the benefit.

In spite of the limitations, as amended by the law 14.789/23), the distribution of profits by way of a community process (JCP) is an alternative to the tax advantage for businesses optantes by the rules of the taxable Income for the year, by providing material reduction in the taxable income of the corporation, especially when it is compared with the distribution of a dividend, which has the character of a deductible.

Even with the recent limited to, interest on CAPITAL, it remains one of the most effective tools for saving tax for businesses in the basis of the taxable income for the year. Their proper use can significantly reduce the cost of capital and optimize the distribution of the results.

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https://www.migalhas.com.br/depeso/432689/um-instrumento-de-economia-fiscal-e-as-alteracoes-da-lei-14-789-23

Have you ever stopped to think about what happens to their digital accounts, the files you have stored in the cloud, or even on social networks, after his death. In this reflection, this is more necessary than ever, giving rise to a concept that is relatively new to the digital heritage.

With the increasing use of electronic devices and online platforms, it has become common to store your important data in the digital environment. Thus, the question arises as to who is entitled to access and manage the property following the death of its owner? Even without any special regulations in Brazil, with the theme of challenges lawyers and family members, creating legal uncertainty.

The digital heritage can wrap their personal files, pictures, e-mails, and bank accounts in digital currencies and virtual, social networking sites, software licenses, and other intangible assets, net. In some cases, the value is a purely emotional; on the other, it represents an authentic heritage in the economy.

According to brazilian Law, the succession to occur at the point of death, and the legacy that is passed on to the heirs or legal writers, as referred to in art. 1.784 of the DC –¹. , However, when it comes to digital assets, the transfer is not always that simple. All rights personalíssimos, such as social networking sites, are non-transferable due to their nature, as laid down in art. 11 of the CC –² unless an express provision in a will or a provision in the voluntary that is compatible with the terms of use of the platform. Although there is no specific regulation on digital heritage, however, the understanding of these profiles, because they deal with issues of identity, image, and for the privacy of the owner, do not transfer to the heirs, being the responsibility of the owner to express their will in a life-and the fate of your data and your devices.

An emblematic example of this argument is the case, res judicata for the TJ/SP) (Rev. Cív. 1119688-66.2019.8.26.0100³), in which the mother of a young man who died filed a lawsuit against Facebook after the exclusion of the needs of the child. The user, in the life he had chosen, by the removal of the account after his / her death, as set forth in the terms of use of the network. The Justice found that there is a value associated with the associated with your account, and, in the case of the law the very personal, would not be broadcast to the eyes.’

In spite of this, other court decisions have recognized that the right of family members to gain access to and preserve the profile of digital as a way to secure the right of the memory. This was the reasoning of the ECJ, SP, in the other case, 2021 (Rev. Cív. 1074848-34.2020.8.26.0100⁴), in which the heirs of her deceased had recognized the authority to restore the profiles and over, especially in the character of the emotional and symbolic of the legacy of the digital world.

Examples of international, will also help to illustrate the diversity of approaches to the subject.

In Germany, in the year 2018, the BGH – the Bundesgerichtshof, the Federal Court of Justice, in German, gave judgement in the case of (III ZR 183/17⁵, in which the parents of a 15-year-old, who died after being hit by a train), seeking access to the content of your account from the Facebook of her daughter, to make clear whether it would have been suicide. The social network was transformed into the profile of the mode ‘memorial’ by blocking the access to the full. The BGH held that the contract with digital to follow the general rule of succession, as provided in §1922 of the civil code (BGB – German Civil Code (bgb, and it was decided that the heirs have the right to access your data, to compare it to the chart or on a daily basis. In addition to this, it is considered invalid in terms of Facebook, which prevented this, stating that it did not take precedence over the right of succession when you do not have the will to the contrary is given by the owner’s death.

In the United States (2017)⁶ a court of Pennsylvania, authorized the parents of a teenager who had committed suicide, to being able to access their accounts on social networks, on the grounds that it might contain evidence of the bullying, and other factors that led to his death. The court accepted that these accounts contain data and data-to-face interactions, amounting to digital property that may be transmitted. The decision was based on the laws of the state of the Spanish succession, and specific guidelines on access to digital after-life, such as the one contained in the RUFADAA – the Revised Uniform Fiduciary Access to Digital Assets Act, which was adopted by the several states in the united states.

In the United Kingdom in 2016, ^{a 7}, a court has examined the case of a child; but he had a wallet for bitcoins, leaving you with specific instructions on how to access the criptoativos. In spite of the absence of a will, the digital, and justice has recognized the asset as a part of your heritage, and it is up to the heirs of the law, they are to be administered with the support of a technical expert to gain access to the codes, standards.

In Brazil, TJ, state of minas gerais, in the year 2022 (whether the instrument of Cv 1.0000.21.190675-5/001)^{of 8}, he decided to give the inheritance, the power to integrate the collection, provided that you have an interest in the legal or economic legitimate, but it has also underscored the limits imposed by the protection of privacy.

The national case-law that is still in development, and the solutions vary depending on the type of data, the value of the equity involved in the expression of the will of the deceased. The statement of 687 for the IX-journey of a Civil-Law of the Board of the Federal court^{9 to} reinforce this view by stating that the digital heritage can include the estate of the deceased, and to be the subject of testamentary disposition, or by codicilo.

So, the best way to prevent problems is to plan for it. Include directives on the fate of your digital assets in a will, appointing a trusted person to manage the collection, check out the options offered by the online platforms are the steps to make sure that your wishes will be complied with.

However, in the writing of a will, it is essential to think seriously about protecting the privacy of messages and data on the personal front, there is the possibility that this information may become crucial in order to clarify the circumstances of the suspicious or violent deaths. Think about that for a minute, if that were the case, with a son or daughter that you would like to have access to your messages, which might clarify the truth.

In the case of abusive relationships or domestic violence, for example, digital records can provide evidence of essential responsibility of the perpetrator and to ensure justice. For this reason, it is highly recommended that you established under a will, there is a clause which, in the case of a suspicious death, or violence, the heirs will have access to the digital content that is relevant for the purposes of the research.

This is a safety precaution, it may seem like a distant or uncomfortable, it can also be the difference in between the silence, and the truth. And to ensure that the desire to comply with the law, it is essential to count on the advice of a lawyer. The succession planning of the digital is no longer an option, and it has become a liability for those who want to protect not just his legacy, but also to those of you who are.

Although this is the heritage of the digital still a lack of regulation in a clear and final, and you can change as quickly as possible with a proposal for the reform of the CC, presented to the Senate, and the Subcommittee on the Right of the Digital world. It also contains a chapter about the Digital Heritage recognizing nature as a set of intangible assets that have value, in economic, personal, and cultural. The reform proposes, for example, which is the property of digital property to be passed on, usually according to the rules of succession are already in place. Since the digital assets we face in everyday life – such as e-mails, blog posts, photos, and profiles that would be, as a general rule, non-transferable, unless there is a demonstration is given by the owner, authorizing the transfer of, especially in order to preserve the privacy of the deceased, and to other third parties.

It also allows the owner, at life, and provides for the distribution of your data, and accounts of digital in their will, including passwords and access codes. These provisions are to be regarded as standard contractual clauses, or of a will-formal, if proven. Even so, it is expected that the access to the private messages will depend on the court order based on a just cause, even after his death. The system further provides for the exclusion of the public accounts of the deceased without heirs, within a period of 180 days. With this, the goal is to prevent the digital platforms, such as Facebook or Instagram, they have become, in practice, a product, universal, of the digital assets.

These quotes highlight the urgency of each and every individual to take control of your digital legacy by setting clearly defined by means of a will, and the fate of their data, assets, and of the interactions in the virtual environment. The informational self-determination – that is, the power to decide on the use of and access to information – it is in the center of this change in the legislation, and the role of the lawyer is even more essential in order to ensure legal certainty and respect for the will of the owner.

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https://www.migalhas.com.br/depeso/432687/o-que-acontece-com-suas-mensagens-e-redes-sociais-apos-a-morte

The announcement PGDAU 11/25 offers new ways for the transaction tax, discounts, terms, extended and easy entry to the regularization of the tax.

In 2/6/2025, has been published in the official announcement PGDAU 11/25, bringing you the special conditions for settlement of tax debts by federal tax entered on the outstanding debt, with benefits such as a reduction of interest rates, penalties and fees, in addition to the time-limits laid a payment. The compliance can be made up to September 30, 2025, at 19: 00.

Here’s what it is, the transaction is a tax and what are the opportunities brought about by the regulation PGDAU 11/25.

I. what is a transaction tax?

The transaction tax is a legal instrument referred to in art. 171, 156, (III), in the BRAZILIAN regulated at the federal level by law 13.988/20. This is a cool way for the dissolution of the credit for the tax debt, tax), based on trade-offs between the taxpayer and the Administration of Fazendária.

The law of 13.988/20 provides two ways to take a transaction which may be by way of a proposal by the individual or by means of a membership. In the transaction entry, the requirements and benefits are set out in the notices imposed by the ordinances, having regard to the taxpayer’s just a choice to join or not to be, that there was a set, as opposed to a transaction to a proposal made by the individual, even though there are legal requirements that must be complied with, then the taxpayer has a right to lay out the terms of the deal, being signed only after the acceptance of the Administration’s Fazendária.

Each year, the PGFN – office of the Attorney-General of the National treasury publishes public announcements, which will establish the modalities of the transaction by the support for accounts payable, deferred tax assets are enrolled in outstanding debt, presenting a favourable environment.

Among the main benefits that are offered by the arrangements of the transaction to the tax, the most significant reduction of the interest, penalties and legal costs, as well as the possibility of division into periods higher than those normally performed in a typical programs.

The taxpayer may also rely on the input provided, it allows for up-front payment is reduced, and the utilization of deferred tax assets (exp. tax loss carryforwards, which are the basis for the calculation of the negative social contribution on net income, and judgment debts of the government), to repay the debts deals. In addition to this, the transaction will contribute to the desjudicialização litigation, deferred tax assets, reducing risks and contingencies, and to promote the compliance of the tax, to encourage the return of the regular and the ability to pay.

In addition to the benefits, are set out some of the glands, and, thus, to a deal.

(i) the reduction of the principal amount of the debt;

(ii) to provide for reductions in excess of 65% (sixty five percent) of the total amount of the debt; and

(ii) have a term of discharge in respect of more than one hundred twenty (120) months.

They are open for exceptions to the micro, small and mid-sized businesses, you can get discount of up to 70% (seventy per cent), with the period of the discharge to a maximum of 145 (one hundred forty-five months.

It should be emphasized, in due time, when you select a transaction, there is a confession, and irrevocable from the accounts payable, deferred tax assets included in the transaction agreement, which entails the surrender fully to any of the discussions, whether administrative or judicial. Therefore, the adhesion is required for a thorough analysis, so that the transaction can be a good opportunity for the settlement of the tax, with the security of the law.

II. Notice PGDAU 11/25

He is currently in force with the Announcement PGDAU 11/25, which has a number of modes of transaction for the membership, given by PGFN, until the 30th day of September, in the year 2025, at 19 hours. The official announcement also includes several new features, such as easy entry, discounts, emotive, and timelines extended to the division, and shall be subject to the minimum amount for services on a monthly basis ($25 dollars to the official site, and$100 dollars to the rest of the tax payers).

The accession, it is necessary to have knowledge of the requirements and the benefits offered by each type of transaction is referred to in the notice, which shall be as follows:

(a) the Transaction, according to people’s ability to pay

The form of the transaction, based on ability to pay is given to the taxpayer with a debit entered on the liability of the Union to the 04 of march, in the year 2025, and what is the value of the consolidated total not to exceed$ 45 million.

The benefits will vary, depending on the skill of the payment of a debt, which is determined automatically by the system, the PGFN, and classified into categories A, B, C, or D, depending on the degree of impairment of the loan.

All contributors are classified as A high impairment), or B (with an average impairment) have the right to an easy entry. Have been classified as C (hard to recover), or (D) (non-recoverable) you can use, in addition to the input provided, the time for a long line of impressive discounts, interest, penalties and legal costs.

To adhere to this method, it is necessary to include all of your debts are eligible but are not guaranteed, paid or been suspended by the decision of the court. If there are any other accounts outside of these criteria are met, the taxpayer may be able to match them up with the other terms of the transaction to settle all disputes on the financial statements.

The value of the input will consist of 6% (six per cent) of the total amount of the debt, without the use of a discount, which may be paid for up to six (06) – monthly in the case of legal persons or for up to twelve (12) monthly payments to individuals.

The balance remaining after the discharge of the entry may be divided in 114 (one hundred and fourteen) payments to taxpayers in general. This is a term extending up to 133 (one hundred and thirty-three) of the monthly payments in the case of an individual, MEI – individual entrepreneurs, THE micro-and STANDARD – mid-sized businesses, the Holy Houses of Mercy, to co-operative Societies, and other organizations of civil society, to be governed by the law of 13.019/14, in addition to educational institutions. When it comes to accounts payable social security, the program will be limited to sixty (60) months by reason of the provisions of art. 195, paragraph 11, of the brazilian Federal Constitution of 1988.

Depending on the sort of impairment, and the discounts can reach up to 100% (one hundred percent) of the amount of the interest, penalties and legal costs. However, this method does not allow the use of a credit for the tax loss, or basis for the calculation of the negative social contribution on net income, for purposes of the repayment of the debt, the seal, which must be carefully noted by the taxpayer concerned.

(b) the Transaction is of little value

The transaction of a small amount is given to an individual, MEI – individual entrepreneurs, THE micro-and STANDARD – small business have debts that are enrolled in the outstanding debt of the Union until June 02, 2024, and that the committed value does not exceed the limit of sixty (60) minimum wage, which is based on the floor of the national force, which corresponds to R$ 91.080,00.

This method provides a highly advantageous to you, with an easy entry corresponds to a 5% (five percent) of the total amount of the debt, without application of any discounts and installment up to 05 (five) times.

The balance remaining after the discharge of the entry to be able to be paid with the application of discounts in proportion to the number of terms you have chosen, in accordance with the following terms and conditions:

(i) for up to seven monthly installments, with a reduction of up to 50% (fifty per cent) of the total value of the debt;

(ii) In the twelve terms, you can save up to 45% (forty per cent);

(iii) within thirty installments, you can save up to 40% (forty per cent); and

(iv) up to fifty-five monthly payments, you can save up to 30% (thirty percent) of the time.

(c) a Transaction speeds, and hard to recall or stranded

This game is intended for taxpayers with debt entered on the liability of the Union to the 04 of march, in the year 2025, and where the value of the consolidated total must be equal to or less than the$ 45 million, and provided that they fall within one of the specific situations that characterize the difficulty or impossibility of recovery of claims by the treasury.

You are eligible for the speed:

(i) that Have a more than fifteen (15) years of age to sign in outstanding debt, without warranty of any kind, or the suspension of the enforcement of the court decision;

(ii) you Possess the legal recovery drop-down, there are more than ten (10) years, in accordance with art. 151, sections IV or V of the CARTON;

(iii) A legal entity, you have the situation in the registration of the INCORPORATION considered, such as: (i) in failing businesses; and (ii) in a judicial winding-up; and (iii) in the intervention; and / or (iv) on the settlement out of court;

(iv) A legal entity with a tax ID written-off by the awkwardness, a lack-of-fact to act stubborn, or by the termination of a bankruptcy or winding-up proceedings, as well as those with a record of disability resulting from the location of an unknown or omission, or repeated;

(v) Persons with an indication of the death register of the Federal tax as of the date of the accession to the transaction tax.

For a time covered by the accounts payable in the circumstances referred to above, the taxpayer may be able to join in on the transaction, subject to the following conditions:

(i) the Entry of a 5% (five percent) of the total amount of the debt, without deduction, which may be divided into twelve (12) monthly payments; or

(ii) Exemption from payment of entry, provided that the committed value can be paid off in up to six (06) – monthly installments in a row, a condition particularly useful in the case of a low potential for recovery.

The remaining balance can be divided into a maximum of 108 (one hundred and eight monthly instalments, for the majority of the tax payers. The time limit may be extended for up to a 133 (one hundred and thirty-three) of the monthly payments in the case of an individual, MEIs, a Month, Smes, the Holy Houses of Mercy, to co-operative Societies, and Organizations of Civil Society, to be governed by the law of 13.019/14, as well as educational institutions.

The remaining balance will also have up to a 100% (one hundred or more than one for a discount on your interest rate, penalties, and legal fees, and subject to the overall limit of 65% (sixty five percent) of the total value of the debt. In exceptional cases, the discount percentage may be as high as 70% (seventy per cent) of the total of the debt, in the case of a taxpayer are considered hipossuficientes, individuals, MEIs, a Month, Smes, the Holy Houses of Mercy, to co-operative Societies, and Organizations of Civil Society, to be governed by the law of 13.019/14, as well as educational institutions and businesses in the recovery of a court.

(d) the Transaction of enrollment covered by insurance, warranty, guarantee, or letter of guaranty

Be able to participate in this way, the taxpayer debt, recorded on the liability of the Union to the 04 of march, in the year 2025, and on which the committed value not to exceed$ 45 million, and provided that they meet the aggregate requirements:

(i) that Have a final court decision unfavourable; and,

(ii) Is covered by insurance or bond prior to a run or a drive to the instrument, the guarantor, in the case of this warranty may not have been performed or have occurred in the event.

In these circumstances, the taxpayer may be able to negotiate a loan with the following benefits:

(i) a 50% (fifty per cent) of the total amount of the debt, with the remaining balance is paid in twelve (12) monthly payments;

(ii) to 40% (forty per cent), with the payment of the balance for up to eight (8) months; or

(iii) the Entry of a 30% (thirty per cent), with the discharge of the outstanding balance up to six (6) months.

Although they will not be granted a discount, this method offers a valuable opportunity to prevent the activation of guarantees given, to protect the financial health and reputation of the taxpayer, along with the insurance industry and the banking sector.

III. ideas

The transaction is a tax consolidated its position as one of the most important instruments of fiscal policy aimed at the settlement of accounts payable, deferred tax assets are enrolled in the outstanding debt of the Union. By combining legal certainty and clarity, flexibility, negotiation, and incentives for compliance, it is an effective way for businesses and individuals who seek to re-establish their tax compliance, without compromising its sustainability.

For taxpayers, this is not just a real chance of reducing the tax liability, but it is a strategic move in order to preserve their ability to operate, to improve the financial indicators, and to stay competitive in an economic environment increasingly regulated and challenging.

In this context, the joining of the transaction, the tax should not be seen merely as a measure of palliative care, but as part of a tax planning in a structured way, which requires that technical analysis, rigorous, and aligned with your business objectives. With the guidance of skilled professionals it is vital to ensure that you choose the most appropriate mode to maximize the benefits, minimize risks, and to strengthen the sustainability of the business.

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https://www.migalhas.com.br/depeso/434382/edital-pgdau-11-25-regularize-sua-divida-com-condicoes-especiais