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
Interest on shareholders ‘ equity: A tool for saving the tax and the changes to the law 14.789/23
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
Interest on shareholders ‘ equity: A tool for saving the tax and the changes to the law 14.789/23
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
The legacy online: what happens to your messages and social media after death.
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 court9 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 NR-1, and the psychosocial risks: Challenges, impacts, and ways to comply the business
Introduction
For the discussion of mental health in the corporate environment, it is no longer a tariff-only social responsibility is to make it a legal requirement expressed in the labor law in brazil. The new version of the NR-1, which sets forth the general guidelines for the management of occupational risks, it brings a significant improvement with the addition of psychosocial risks, such as a formal obligation of the business.
This change leads to a significant impact, not only in the management of the people, but also for the compliance, labor and employment, the legal position of the business and preventing the liabilities of labor.
If, on the one hand, the law represents a step necessary to protect the mental health of the workers, on the other, its applicability in practice, it has raised many doubts, insecurities, and controversies in both the private sector as well as the organs for inspection.
That is, the NR-1?
The NR-1 is the standard that provides the guidelines for the BIO – Risk Management in the Workplace, which applies to all companies and institutions that have employees covered by the CLT – consolidação das leis do trabalho.
The most significant innovation of the new edition is the on-demand, which, in addition to the risk of physical, chemical, biological, ergonomic, and mechanics, are to be identified, assessed and managed the risks to performance, such as:
For that, a new determination of the NR-1 that has generated so much backlash?
The debate on the NR-1 that does not revolve around the importance of the subject, which is, without doubt, but the practical difficulties in its application.
The big questions are:
In the absence of clear answers to these questions will result in a context of deep uncertainty for both companies, as well as for lawyers and professionals, and they monitor the observance of the guidelines for the safety of the work.
Deferral of term Solution or just a postponement of the problem.
Initially scheduled to enter into force on the 26th of may, in the year 2025, the new NR-1 that was their term delayed to may 26, 2026, after an intense mobilization of the business sector, trade unions and the government.
In the meantime, it is essential to note that the postponement does not eliminate the need for adaptation. In practice, it offers an additional period of time, so that companies can prepare for more structured way, but that’s the problem, that is, the lack of technical parameters to be clear, we remain the same.
What is the impact of the legal from the new NR-1?
Failure to comply with the standard, you can create a number of consequences, both at the administrative level, as well as in labor law and social security law.
1. Fines and other administrative sanctions
Failure to comply with the NR-1 that you can take:
2. The increase in the liability for labor
In the absence of the management of psychosocial risks, which can generate:
The technical challenges in the implementation of
In the absence of objective criteria, that is, at present, the major obstacle to the effective implementation of the new NR-1.
The results of this work are monitoring meetings, uncertainty, and an increase in the risk of criminalization.
How companies should prepare for it?
In spite of the insecurity of the technique, some of the practices that are essential:
1. The update of the RMP – Risk Management Program Include, explicitly, the psychosocial risks in the inventory of the risks of, and plan of action.
2. The diagnosis of organisation. To carry out research on climate, resources, and periodic assessments on:
3. The strengthening of the domestic policies
4. Building the capacity of community leaders and the HR department
5. The creation of the channel to listen to the host
6. The documentation of the strategic
Conclusion
The inclusion of psychosocial risks in the new version of the NR-1 that represents a paradigm shift in the working relationship. It asserts that mental health in the corporate environment, it’s not an option, or a benefit, but rather with a legal obligation, with a direct impact on the liability of labour, social security and the reputation of the business.
On the other hand, in the current environment of uncertainty, due to the lack of technical standards a clear, requires companies to take a stance that is pro-active, preventive, and strategically, that is documented.
The postponement of the period of validity should not be taken as an opportunity to move the stock, but rather as a time for you to prepare the organization, mitigate risk, and build a work environment that is healthy, safe, and legally protected basis. Companies that anticipate you will not only complying with a legal requirement, but it will also strengthen your culture, productivity, and competitive position in the market.
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https://www.migalhas.com.br/depeso/433828/nr-1-e-riscos-psicossociais-desafios-e-caminhos-a-conformidade
Notice PGDAU 11/25: the Chance of a settlement of their debt to the federal tax special conditions
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
The impact of Tax Reform in the Construction Industry
The impact of Tax Reform in the Construction Industry
With the Tax Reform, which was established by a Constitutional Amendment 32/2023, it will bring far-reaching changes to companies in brazil, and is one of the most affected sectors of the construction industry. Thus, you will be presented with those changes that will impact you directly to a thread that was worth more than us$ 350 billion by 2024, and supports millions of jobs in the country.
Currently, companies in the construction industry who work with a real estate development can be given the option to submit to a Special Tax Regime (RET), which was established by Law no. 10.931/2004, and that it has a low sound.
Such a scheme makes it possible that, once in place, the Stockholders of the union, to be applied to the tax rate of a single and consolidated between and within the 4% tax on gross income, including your federal taxes, IRPJ, CSLL, PIS, and COFINS. It is a system that facilitates the collection and reduce the burden of tax to be effective, providing greater predictability to finance real estate developments.
Within the framework of the program ‘ Minha Casa, Minha Vida (MCMV), this rate is also the most-favoured, and it can be reduced by up to 1%, are also distributed to the same duties, but, with the percentages of each of which is smaller:
corporate income TAX: 1,26%
social contribution (CSLL): 0,66%
POIS: 0,37%
COFINS: 1,71%
corporate income TAX: 0,31%
social contribution on net income:%AND 0.16%
for PIS: ONLY 0.09%
COFINS tax: 0,44%
Therefore, it is clear that the developers can take to the exterior rear view mirrors, they have a win-win option in taxation and providing opportunities for tax savings, and predictability of financial and simplicity of the fulfillment of tax obligations.
With the introduction of a new, systematic tax on the consumption of regulated mainly by the Law on the Supplementary 2014/2025, the various sectors of the economy will be affected by the new rules from the tax, including the construction industry.
The major changes that will impact the industry is the introduction of a Value Added Tax (VAT) of a dual nature, consisting of:
With a system of non-cumulative nature wide, for the new tax will be levied on the value added at each stage of the supply chain, which represents a paradigm shift in the system of assessment, and the flow of tax credits. This framework seeks to align in Brazil for the international community’s most state-of-the tax on to the consumer.
The transition period for the implementation of the new rules from the tax reform is expected to take place between the year is 2026, and the year is 2033, but in the context of the WINDOWS, and the impact on already-it will happen in the year 2027 with the end of the PIS and Cofins tax was replaced by the CBS.
The SRT is maintained, but there will be consequences. Except for the developments that were started before the January 1, 2029, you will not be able to collect the IBS and CBS, the inside of the WINDOWS, and this scheme is applicable only to corporate income TAX and the social contribution on net income.
So as not to impact the projects and the incorporation of already written to the incorporation of the subject of the exterior rear view mirrors prior to January 1, 2029 will be in the recollection of the guard, whose projection in the home provides for the following tax rates:
It is expected that the wing is expected that the tax rate will be applied according to the sum of the tax rates currently in effect from the PIS and Cofins taxes on the scheme of the exterior rear view mirrors.
In the building and construction industry one of the predominant activities is the distribution of the labour force, which is currently on the ISS, at a rate that can be varial to be between 2% and 5%, depending on the County in which the
In the building and construction industry one of the predominant activities is the distribution of the labour force, which is currently suffering the impact of the ISS, at a rate which can vary between 2% and 5%, depending on the County. In addition to this, the sector suffers from the impact of the PIS and Cofins and ICMS, hitting the latter on the sale of the goods.
The effect of the new taxes imposed with tax reform, the ISS will be replaced by the IB, which
The effect of the new taxes imposed with tax reform, the tax burden is currently the ISS, ICMS, PIS and Cofins) will increase with the forecast of a rate benchmark of 26.5%.
Preliminary studies indicate that, depending on the operational structure of the company and its ability to use deferred tax assets, the tax burden may be significant increases in the implementation of the tax reform, and considering that, at present, there are no provisions in force to balance the losses arising from inability of credit in new tax on a sheet of wages.
Most of the residential units is carried out by individuals and a lot of these operations do not allow for the generation of a loan on a new model. This restriction can be very expensive and significantly to the cost of the building, and compromise the margins of a contract, or incorporating, especially in the segments of the mainstream. Home builders and real estate developers will need to review their strategies, indicators, and, if necessary, renegotiate the terms of a balance of economic, financial, and with its contractors.
In light of this, companies with a low level of integration, low in the purchase of supplies taxable income, and the high dependence of the direct labor will tend to be the most negatively impacted, as they have a limited ability to offset the loan under the new scheme on a non-cumulative.
With respect to the tax rates, there is a provision for an increase in the tax burden incident in the building and construction industry significantly. On the face of it, the law provides tax benefits services. Let’s see:
Although there is a provision for a special regime for the taxation in the LC 214/2025, with a reduced rate on the CBS and LBS with a 50% (fifty percent) of the time, such a reduction is not able to counteract the effects of an increase in the tax burden on the sector.
In this scenario, it is observed that the implementation of the tax reform, though it will bring the promises of the simplification and streamlining of the system, and may result in significant increases in the overall tax burden for most of the companies in the construction sector, especially in those with a low capacity to generate tax credits.
Final Thoughts
The Tax Reform was inaugurated by the LC 214/2025 it tends to change drastically for the tax to be charged on the construction sector, in particular in the following areas:
On the face of it, there is a need for re-evaluation strategy for home builders and real estate developers, who are expected to:
In short, even if the WINDOWS continue to represent a tool for tax advantageous in the short term, the Tax Reform as a signal of a motion for the lifting of the load, and the distribution of the burden, requiring planning, tax assets, and the reviews of the contractual information. With the adoption of the strategies of vertical integration, efficient management of claims, and the dialogue in advance of with financial backers and buyers it is crucial to preserve the edges, and the economic viability of future projects.
Therefore, a detailed understanding of the new rules, combined with a strategic assessment of the operational structure of a company is crucial in order to mitigate the financial impact, to ensure the compliance of the tax and to maintain europe’s competitiveness in the new environment, rules and regulations.
Reference (s):
BRAZIL. Constitutional amendment no. 132, December 20, 2023. Changes in the National Tax System. Available at: https://www.planalto.gov.br/ccivil_03/Constituicao/Emendas/Emc/emc132.htm. this 09.06.2025.
BRAZIL. A Supplementary law no. 214, 16 January, in the year 2025. On the Tax on Goods and Services (LBS), the Contribution of Social Goods and Services (CBS), and the duty Selection (S); setting up of the steering Committee of the IB and the changes in the tax laws. Available at: https://www.planalto.gov.br/ccivil_03/leis/lcp/Lcp214.htm. this 09.06.2025.
Brazilian chamber of Construction Industry (CBIC). building Construction grew by 4.3% in 2024, and it drives the national economy’. , Available at: https://cbic.org.br/construcao-civil-cresce-43-em-2024-e-impulsiona-economia-nacional/. this 10.06.2025.
THIS, Ieda. The committee on the Economy. Brazilian chamber of Construction Industry (CBIC). The performance of the Construction in 2024, and the prospects for the year 2025. Available at: https://cbic.org.br/wp-content/uploads/2024/12/final-desempenho-economico-cc-dezembro-2024.pdf. this 10.06.2025.
Brenda Carol is True of the Saints
A lawyer with a bachelor degree in law with an emphasis in tax law from the Universidade Paulista – UNIP (2019), and which is registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2022). A member of the Committee on environmental Law of the 33rd Division of the OAB/SP) – Brazil (2025-2027). A lawyer for the u.s. Department of Tax have Associated with it.
Barbara Giansante Moquiute:
A lawyer with a bachelor degree in law with an emphasis in tax law from Universidade Presbiteriana Mackenzie (2021), and which is registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2022). A post-Graduate degree and a specialization in Tax Law from the Pontifical Catholic University of Rio Grande do Sul (PUC/RS) (2022-2023). A member of the Committee on environmental Law of the 33rd Division of the OAB/SP) – Brazil (2025-2027). The advocate and head of the Department of Tax have Associated with it.
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:
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:
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:
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:
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:
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:
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:
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:
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:
Newsletter | JUNE 2025
Every month, the TM Associados team brings a newsletter with essential topics for the success of your business. We address in a practical and objective way the main highlights in Advisory, Litigation, Labor and Tax, helping you to make safer and more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩
Advisory
STJ Defines Commercial Nature of Stock Option Plans and Establishes Taxation Only Upon Resale of Shares
The First Panel of the Superior Court of Justice (STJ), when judging Topic 1.226 under the repetitive appeals system, recognized the commercial nature of stock option plans (SOP) and ruled that Personal Income Tax (IRPF) is only applicable when the beneficiary resells the shares with a capital gain.
Understanding the Case
In case REsp 2.069.644, the National Treasury argued that SOPs constitute a form of remuneration linked to the employment contract, requiring withholding tax both at the time of granting options and upon acquisition of the shares. The STJ, by majority, rejected this thesis: mere acquisition, even at a price below market value, does not generate an increase in wealth. The taxable event for IRPF occurs only upon the subsequent sale of the shares, when a profit is actually realized.
The Judicial Decision: Reinforcing the Distinction Between Income and Capital Gain
According to the reporting judge, Minister Sérgio Kukina, “the SOP constitutes a commercial transaction of buying and selling shares; IRPF is only levied when the capital gain is realized upon resale.” Thus, the court established two binding theses:
Implications for Remuneration and Taxation Plans
How TM Associados Can Help
Our legal advisory and tax teams can support your company in:
The consolidation of best practices in long-term incentives strengthens talent retention and minimizes tax contingencies. Count on TM Associados to ensure compliance and tax efficiency in your stock option plans.
TRT-6 Establishes Binding Precedents on the Liability of Executives in Labor Enforcement Against Corporations
The Regional Labor Court of the 6th Region (Pernambuco) concluded the judgment of the Incident of Resolution of Repetitive Demands (IRDR) no. 0001046-94.2024.5.06.0000 (Topic 09) and established a binding precedent that, in labor enforcement against corporations, the “Lesser Theory” (Teoria Menor) of piercing the corporate veil applies. The ruling also clarified when enforcement can be redirected to shareholders, officers, and statutory directors.
Understanding the Case
The IRDR was filed to harmonize conflicting rulings on the scope of patrimonial liability in labor enforcements involving corporations. The central issues were:
(i) which theory of piercing the corporate veil should be applied (Lesser or Greater), and
(ii) in which cases the enforcement could reach corporate executives and shareholders.
The Established Theses: Strengthening Protection of Labor Creditors
The Court en banc set forth the following binding legal theses (per article 985 of the CPC):
If there is no overlap, redirection requires proof of complicity, negligence, or omission (per §1 of article 158 of Law 6.404/1976);
Scope of the Precedent
This decision is binding only on Labor Courts in Pernambuco and the TRT-6 itself (per article 986 of the CPC).
While it does not bind other Regional Labor Courts or the Superior Labor Court (TST), the precedent has persuasive value and reinforces a growing trend of expanding the personal liability of executives in labor enforcement actions. Other courts may adopt a similar position, and companies should closely monitor jurisprudential developments.
Practical Implications for Companies and Executives
How TM Associados Can Help
Our legal advisory and labor teams are ready to:
Although the TRT-6 decision is only binding in Pernambuco, it signals a judicial trend likely to spread to other jurisdictions. Companies and executives must therefore reinforce labor liability management and ensure traceability of corporate decisions. TM Associados can help map risks, review governance structures, and provide representation in veil-piercing cases, staying ahead of this growing trend in Brazilian labor courts.
Litigation
Marital Property Regimes and Inalienability Clauses: Where Do Companies Go Wrong the Most?
What starts in marriage may end up in court—and involve your company.
In the business world, it is common for partners to focus on corporate structure, governance, and growth strategies. But a detail often goes unnoticed: the marital and family life of partners can directly impact the asset security of the company.
The marital property regime chosen at marriage or poorly drafted clauses in donations and family partitions can lead to serious corporate conflicts, hinder business, and even compromise the continuity of the company.
Marital Property Regime: An Overlooked Legal Risk
The marital property regime determines how the spouses’ assets will be divided in case of separation or death. For companies, this choice can have practical and financial consequences.
See the effects of each regime:
Common mistake: a partner gets married under the partial community regime, assumes the shares are “his,” and finds out during divorce that half may belong to the ex-spouse—resulting in legal disputes and instability within the company.
Inalienability Clauses: Poorly Applied Protection Becomes an Obstacle
It is common to include inalienability, non-attachment, and non-commingling clauses in donations and partitions to protect assets. However, when poorly drafted or used indiscriminately, these clauses:
Practical consequence: an heir receives shares with an inalienability clause. Years later, the company needs to reorganize. But he cannot transfer, sell, or use them as collateral—paralyzing the operation.
Main Mistakes Made by Companies and Business Families
Strategic Solutions to Avoid Conflicts
Do Not Underestimate Family Risks in the Business World
The overlap between family and business is inevitable in many ventures—but the risks can (and should) be controlled. With proper legal planning and guidance, it is possible to protect corporate assets and preserve family relationships.
How Can We Help Your Company?
We specialize in corporate, family, and succession law, with a focus on estate planning and protection of corporate structures.
Schedule a strategic consultation!
Labor
Outsourcing Through Legal Entities (“Pejotization”): STF Reviews Fraudulent Hiring and Defines Limits Between Outsourcing and Employment Relationship
In 2025, the Brazilian Federal Supreme Court (STF) began hearing General Repercussion Topic 1,389, which addresses the legality of hiring workers through legal entities (known as “pejotization”) when typical elements of an employment relationship are present. The case has significant impacts on the productive sector, especially in industries that use more flexible hiring models.
In recent years, pejotization has become a common practice in fields such as technology, healthcare, education, and media. Initially designed for autonomous and occasional services, the model began being used as an alternative to formal hiring under the Consolidated Labor Laws (CLT). However, this practice has been judicially challenged as a way to circumvent essential labor rights.
The STF’s review focuses on a key question: Is it legitimate to contract through a legal entity when, in practice, the service is rendered habitually, under subordination, personally, and with compensation? For the Reporting Justice Alexandre, hiring through a legal entity is valid as long as the defining elements of an employment relationship are not present. In recent opinions, he has emphasized that a contractual arrangement between companies does not automatically constitute an employment relationship; it is essential to examine whether subordination, personal execution, habituality, and compensation exist in practice.
This interpretation reinforces Article 9 of the CLT, which nullifies acts aimed at distorting, preventing, or defrauding the application of labor laws.
A binding precedent from the STF could reshape current jurisprudence, requiring companies to restructure their service provider hiring policies to avoid labor liabilities and charges of employment fraud.
Given the issue’s national relevance, the STF has ordered the suspension of all ongoing cases in Brazil concerning the validity of hiring legal entities in situations that may configure an employment relationship. The suspension will remain in place until the final judgment of Topic 1,389, which will set a binding precedent for all courts. As a result, thousands of labor lawsuits are currently on hold, raising expectations among both companies and workers.
Additionally, this issue is part of a broader debate on the role of subordination in the digital era, especially with the rise of platform-based work, freelancers, and full-time independent professionals.
Conclusion
The STF’s ruling on Topic 1,389 may become a landmark in defining what truly constitutes an employment relationship.
If PJ contracts are deemed fraudulent when employment elements are present, companies will need to revise civil contracts, particularly those involving personal, habitual service provision under direct subordination.
Legal, compliance, and HR departments should act preventively by conducting internal audits and strengthening objective criteria for contractual autonomy.
The STF decision will play a key role in setting clear boundaries between lawful contracting and labor fraud. By establishing objective criteria, the ruling will improve predictability in labor relations and reinforce corporate accountability in adopting models that comply with current legislation.
Tax
IOF Tax Hike: Impacts, Justifications, and What Changes for Companies and Investors
In May 2025, the Federal Government announced and implemented significant changes to the Tax on Financial Transactions (IOF), citing the need to support fiscal balance, align monetary policy, and correct distortions in the tax system. These changes are part of Decrees No. 12,466/2025 and 12,467/2025 and align with efforts by the Federal Revenue Service to increase revenue and reinforce fiscal responsibility.
Despite technical justifications, these changes raise legal, economic, and operational concerns, particularly among businesses and investors. Below are the key highlights:
IOF-Credit Increase: Direct Impact on Companies’ Financial Costs
One of the most significant changes is the sharp increase in the IOF rate on credit operations for companies:
Additionally, upfront supply transactions (forfaiting and supplier risk) were expressly regulated as credit operations subject to IOF, despite contradictions with prior guidance from the Federal Revenue Service (COSIT Solution No. 9/2016) and the Administrative Council of Tax Appeals (CARF), raising concerns over legality.
IOF-Forex: Unification and Rate Increases
Significant adjustments include:
These changes aim to correct distortions, curb tax evasion, and reduce forex volatility, though they may deter foreign capital inflows.
IOF-Insurance: Focus on High-Income and Private Pension Plans
Private pension plans with survival coverage, such as VGBL products, will be taxed at 5% on monthly contributions exceeding R$ 50,000, even if spread across multiple insurers.
The goal is to prevent the use of policies as low-tax investment tools for high-net-worth individuals while preserving exemptions for those with genuine retirement goals.
Effective Date:
The changes took effect on May 23, 2025, except for forfaiting and supplier risk transactions, which become taxable on June 1, 2025.
How TM Associados Can Help
Our team provides top-tier legal and tax advisory for businesses and investors, offering:
Contact us to navigate this new landscape with security and strategic insight.
Fiscal Balance Measures: New Federal Package Aims to Increase Revenue and Strengthen Tax Justice
Facing a challenging fiscal scenario and the goal of eliminating the primary deficit by 2025, the Federal Government unveiled a robust package of measures targeting fiscal balance. The actions include IOF adjustments, review of tax benefits, new tax incidences, and financial system rationalization, with an estimated revenue potential of R$ 41 billion by 2026.
Key Tax Increases and Policy Changes
Other Targeted Tax Reductions
While revenue-focused, the package includes tax cuts for strategic sectors:
These measures aim to encourage productive credit and foreign capital inflows, aligned with economic stability and growth goals.
How TM Associados Can Help Your Company
Our team is ready to provide:
Contact us to learn how to protect your operations in light of these changes.
Newsletter | MAY 2025
Every month, the TM Associados team brings a newsletter with essential topics for the success of your business. We address in a practical and objective way the main highlights in Advisory, Litigation, Labor and Tax, helping you to make safer and more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩
Advisory
Santa Catarina Court Recognizes Succession of Partner in Debt of Company Dissolved by Voluntary Liquidation: Important Alert for Corporate Restructurings
The Santa Catarina State Court of Justice (TJSC), in a decision by the Fourth Chamber of Commercial Law, recognized the liability of a former partner of a company dissolved by voluntary liquidation, pursuant to article 1.003, sole paragraph, of the Brazilian Civil Code. The panel held that there was business succession, even with the formal extinction of the legal entity.
Understanding the Case:
The dispute involved a debtor company that was dissolved through voluntary liquidation—that is, without bankruptcy or judicial dissolution—and the creditors’ attempt to hold the former partner personally liable for the remaining debts.
The trial court had dismissed the case, arguing that the partner was not liable for the company’s debt. However, the TJSC overturned the decision, ruling that voluntary dissolution does not exempt partners from subsidiary liability when the business activity continues under their name or under another company they control.
The Court Ruling: Reinforcing the Scope of Asset Liability
The reporting judge, Justice Luiz Zanelato, emphasized:
“If the company is dissolved, but the activity continues through the partners or related third parties, there is business succession and, therefore, the assets of those responsible may be held liable for the obligations of the extinguished entity.”
The TJSC’s decision is especially relevant for corporate reorganization transactions, voluntary liquidations, and the winding-up of companies with outstanding liabilities.
Implications for Business Reorganizations:
The precedent calls for heightened attention to company dissolution processes, especially when:
The ruling reaffirms that the method of dissolution does not eliminate the risk of partners being held liable—especially when there is evidence of abuse, fraud against creditors, or disguised continuity of business operations.
How Can TM Associados Help?
Our advisory and corporate teams are prepared to provide technical and strategic support in:
Legal security in business decisions requires qualified legal counsel. Rely on TM Associados to ensure compliance and peace of mind in your strategic moves.
Litigation
Dispute Over the Trademark “Ainda Estou Aqui” at the INPI
Topic: Name of the Oscar-winning film is the subject of dispute at the INPI
The phrase “Ainda Estou Aqui,” made famous by the film that won the 2025 Oscar for Best International Feature Film, has become the center of a significant dispute at Brazil’s National Institute of Industrial Property (INPI). The controversy involves two very different parties: the traditional production company Videofilmes, a benchmark in the Brazilian audiovisual sector, and attorney João Paulo Gaia Duarte, from Maceió (AL), who works in the field of talent representation and marketing.
The legal battle centers on the ownership and exclusive usage rights of the phrase as a registered trademark in distinct economic segments, but with potential audience and cultural overlap.
The Producer’s Position
In August 2024, Videofilmes—founded by filmmakers Walter Salles and João Moreira Salles—filed a request to register the trademark “Ainda Estou Aqui” with the INPI, linking it to a film production based on the autobiography of Marcelo Rubens Paiva. The producer argues that the trademark carries strong symbolic meaning and identification with the audiovisual project, having been used since the early stages of production.
The Law Office’s Position
A few months later, attorney João Paulo Gaia Duarte filed a request to register the same trademark, but for use in services related to talent management, advertising, and marketing. He maintains that the mark has legitimate applicability in the context of his professional activities, which are distinct from Videofilmes’ audiovisual endeavors.
Formal Opposition and INPI Proceedings
The duplicate filing led Videofilmes to submit a formal administrative opposition in February 2025, just days before the Oscars ceremony. As a result, the case entered a technical review phase, which may take up to 15 months based on the average timeline for trademark opposition procedures in Brazil.
During this period, neither application may be approved definitively, and both must await a technical decision on ownership and usage scope.
What’s at Stake?
The INPI’s decision will be crucial in determining:
The case draws attention not only because of the international prestige of the film but also due to the potential implications for future actions involving trademarks linked to cultural productions. The INPI’s decision will be key to setting boundaries between technical trademark registration and symbolic usage derived from artistic works—highlighting a point of tension between the worlds of art and business law.
Labor Law
WORKER’S CREDIT: NEW LOAN MODALITY WITH FGTS GUARANTEE REGULATED BY THE FEDERAL GOVERNMENT
On March 21, 2025, the federal government officially launched the Worker’s Credit program, established by Provisional Measure No. 1.292/2025. It creates a new type of payroll loan for workers with formal employment contracts. This initiative allows the use of up to 10% of the FGTS balance and 100% of the termination fine as collateral for obtaining credit, aiming to expand access to financing and reduce interest rates charged by financial institutions.
The loan can be contracted digitally via the Digital Work Card app or directly with authorized banks, ensuring greater convenience for formally employed workers. Installments will be deducted directly from the payroll, respecting the limit of 35% of monthly income.
In cases of dismissal without cause, the bank may use the FGTS guarantee to settle the outstanding loan balance, providing greater security for financial institutions and reducing the risk of default. As a result, workers will have access to credit lines with lower interest rates than conventional personal loans.
However, opting for a payroll loan backed by the FGTS imposes important ancillary obligations on companies. Based on financial institution data or through cross-referencing eSocial information, the company may be notified that employees have contracted a payroll loan using Future FGTS.
This requires the company to report the event “Future FGTS Information” in eSocial, as well as to collect, via the FGTS Digital guide, the installments linked to loan amortization. Failing to fulfill or delaying these obligations may result in fines for non-compliance and penalties for non-payment of FGTS.
Thus, it is essential that companies access the FGTS Digital portal, verify data with their employees, update eSocial according to guidelines, and make payments by the 20th day of the month following the reference period, avoiding tax assessments and operational losses.
CONCLUSION
The government program creates new legal obligations for companies, requiring special attention from human resources, accounting, and labor-legal departments.
Proper eSocial reporting, collection via FGTS Digital, and data verification are essential measures to ensure legal compliance and avoid penalties. Ongoing monitoring of workers’ loan contracts and the adoption of sound operational practices are therefore essential for efficient management of this new scenario.
Tax
PLPs No. 16/2025 and 63/2025: Stay Informed on Key Bills That Will Impact the Current Tax Reform Scenario
With the enactment of Constitutional Amendment No. 132/2023 in December 2023, Brazil is moving toward a new logic of consumption taxation. The proposal replaces traditional taxes – ICMS, ISS, PIS, COFINS, and part of IPI – with three new ones: the Goods and Services Tax (IBS), the Contribution on Goods and Services (CBS), and the Selective Tax (IS).
Although the model is still being regulated, there are significant uncertainties regarding how the new taxes will be applied, particularly concerning the tax base and crediting system. In this context, Complementary Law Bills (PLPs) No. 16/2025 and No. 63/2025 gain prominence by bringing important developments on these definitions.
PLP No. 16/2025: Clearer Delineation of Tax Bases
PLP No. 16/2025 aims to eliminate distortions related to the composition of the tax bases of the new taxes. Although CA No. 132/2023 already provides for a “tax-exclusive” calculation method for IBS and CBS, doubts have arisen regarding whether ICMS, ISS, and IPI should be included in their bases, and vice versa.
The proposal amends the Kandir Law and Complementary Law No. 214/2025 to clarify that:
By eliminating tax overlap, the bill strengthens tax transparency, preventing practices that artificially increase the tax burden—such as the “tax-inclusive” ICMS model, which concealed the real tax value from consumers. The measure is essential for coherence and predictability in the new system.
Current Status of Proceedings:
PLP No. 63/2025: Balance for the Services Sector?
The services sector is expected to be one of the most impacted by the new taxation model. Despite the promise of non-cumulativity, service providers generally make few purchases eligible for credits, which would result in a proportionally higher tax burden.
To mitigate this, PLP No. 63/2025 proposes a presumed credit of 60% of the CBS rate for service providers. The measure seeks to ensure greater equity among economic sectors, balancing the rules for calculating the contribution.
Considering that the service sector represents about 70% of Brazil’s GDP and is a major employer, the approval of this bill is seen as strategic for the sector’s competitiveness and economic sustainability.
Current Status of Proceedings:
How Can TM Associados Help?
TM Associados operates strategically in the legal and tax advisory of its clients, offering:
We are available to support your company during this tax transition and adjustment process.
Newsletter | APRIL 2025
Every month, the TM Associados team releases a newsletter with essential topics for the success of your business.
We address key highlights in Advisory, Litigation, Labor, and Tax Law in a practical and objective manner, helping you make safer and more strategic decisions. Don’t miss this opportunity to turn information into a competitive advantage! 📩
Advisory
Exclusion of Estate in the Shareholding Structure: TJSP Decision Reinforces Need for Speed
“Municipalities cannot predefine the ITBI tax base using reference values: strengthened legal certainty for holding companies and corporate transactions.”
The Superior Court of Justice (STJ), through its decision on Repetitive Theme 1.113, ruled that municipalities may not unilaterally establish reference values to predefine the tax base of the ITBI (Tax on Real Estate Transfers), thereby enhancing legal certainty for taxpayers in corporate transactions involving capital contributions of real estate.
Understanding the Case:
Judge Luana Veloso Gonçalves, of the Public Treasury Court of Itapirapuã (GO), applied this understanding in ruling on a writ of mandamus filed by a holding company. The company sought recognition of tax immunity on the capital contribution of four properties (one rural and three urban) to its share capital, located in Matrinchã, Goiânia, and Aruanã, in the state of Goiás.
In an administrative request to the Municipal Finance Department of Matrinchã, the holding company requested ITBI immunity for this type of transaction. However, the municipality assessed one of the rural properties at over R$8.6 million and granted only partial immunity, requiring the tax to be paid on the difference between the assessed value and the value declared in the share capital.
Additionally, the Finance Department denied the immunity on the grounds that the holding company primarily engaged in real estate activities, which, in its view, excluded eligibility for the tax benefit.
The Court’s Ruling: Legal Certainty for Capital Contributions
In analyzing the merits, the judge rejected the municipality’s argument, emphasizing that the tax immunity provided for capital contributions in the Constitution is unconditional and not subject to assessment of the company’s main business activity.
She also stressed that the use of a unilaterally established reference value by the tax administration is contrary to the STJ’s ruling in Theme 1.113.
“As stated, in the case of capital contribution, the immunity is unconditional and is not subject to verification of whether the company’s main operational activity will be primarily comprised of revenue from real estate operations,” the judge noted.
Implications for Asset Planning and Corporate Reorganizations:
The decision sets an important precedent for holding companies and businesses conducting asset planning involving real estate. It establishes that:
How Can TM Associados Help?
Our advisory and tax teams are ready to provide strategic support in:
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Litigation
Divorce and Its Impact on Companies
Topic: “What happens to the company in a divorce?”
Divorce, beyond its emotional toll on those involved, can have significant repercussions on wealth—especially when a family business is at the center of the relationship. The way this business will be handled depends primarily on the marital property regime adopted, as well as the existence (or lack thereof) of legal and contractual planning tools.
Property Regimes and Their Effects on Corporate Structure
The way assets are divided in a divorce is directly related to the marital property regime chosen by the couple at the time of marriage. When it comes to business interests, this choice can determine the future of the company—even its continuity or dissolution. See the main effects of each regime:
Partial Community Property
This is the default legal regime when there is no prenuptial agreement. Under it, the following are considered part of the marital assets:
Attention: The spouse may claim 50% of the economic value of the shares, even without formally being listed as a shareholder. Legal ownership may be exclusive, but economic ownership is divisible.
Universal Community Property
All assets—past, present, and future—are considered common to the couple, except for legal exceptions (e.g., inheritances with incommunicability clauses). This includes:
High business risk: In a litigious separation, the entire company may be subject to division, creating uncertainty in governance and among other shareholders.
Full Separation of Property
Under this regime, each spouse retains full autonomy over their individual property, including shares or stock in companies. Only assets registered under both names are subject to division.
High corporate protection: Ideal for those who are already business owners or shareholders—especially in family-owned businesses. It prevents external interference due to divorces.
Participation in Final Property Gains
A hybrid and rarely used model. During marriage, property remains separate. Upon divorce, only assets acquired for consideration during the union are shared.
Note: The division rules resemble those of partial community property and require the same level of attention for corporate protection.
Preventive Measures: How to Protect the Company
This is the first layer of protection. It allows the couple to choose the most suitable property regime for their relationship and business reality. It is essential for regimes like universal community or full separation of property.
Companies may establish in their bylaws or shareholders’ agreements clauses that:
Creating a holding company to concentrate assets and corporate interests can simplify asset management and establish barriers to the entry of third parties into the business.
Recommendations for Entrepreneurs
Labor
Medical Certificates Close to Holidays and the Application of Dismissal for Cause
With the approach of holidays, a common question resurfaces: can an employee who presents a medical certificate covering a holiday period be dismissed for cause?
What Does the Law Say?
The Consolidation of Labor Laws (CLT) provides for cases of dismissal for cause in article 482, such as acts of dishonesty (item a) and misconduct (item b). However, the mere fact of presenting a certificate close to a holiday, by itself, does not constitute serious misconduct.
The use of a medical certificate is a worker’s right, provided that the document complies with legal requirements: issued by a qualified professional, with identification and a justified period of leave.
When Is There a Risk of Dismissal for Cause?
The risk exists when the falsity of the certificate or bad faith on the part of the worker is proven, such as:
In such cases, the company may take disciplinary measures, including dismissal for cause, as long as the facts are documented and proven.
How Should the Employer Act?
The presentation of medical certificates close to holidays does not, by itself, justify dismissal for cause. However, fraud or abuse may justify more severe measures.
Case law is consistent in protecting the worker who presents a valid certificate. However, courts have upheld dismissal for cause in cases of proven bad faith, such as the use of false or fabricated documents.
Attention: Each situation requires individualized analysis, always with preventive legal support.
In Summary
Although the use of medical certificates close to holidays naturally raises suspicion, it is essential that the employer adopts a cautious and evidence-based approach before applying penalties. Dismissal for cause, due to its exceptional nature, requires solid proof of fraudulent or intentional misconduct on the part of the employee.
Therefore, the recommendation is clear: accept and record the certificate, but stay alert in recurring or suspicious cases. When in doubt, investigate carefully and with legal backing before taking any action. Prevention and documentation are always the best ways to avoid labor risks!
Tax
Update of the IRPF Table as of May 2025
On April 14, the Federal Government published Provisional Measure No. 1.294/2025, updating the monthly Individual Income Tax (IRPF) table, effective as of May 1, 2025. However, this was not the first attempt to update the table. Before that, Provisional Measure No. 1.171/2023, dated April 30, 2023, had already proposed significant changes in both domestic and international taxation, especially for individuals with investments abroad.
Based on the new minimum wage amount (R$ 1,518), the new exemption bracket was adjusted to up to R$ 3,036 per month. This measure aims to include a larger share of low-income workers in the IR exemption.
What does the new table look like?
As of May 1, 2025, the new progressive monthly table will be in effect:
The simplified deduction of R$ 607.20 remains valid for those who choose the alternative deduction system. With this, those earning up to R$ 3,036 per month remain exempt, even if nominally in a taxable bracket.
What could change in 2026?
The Federal Government also submitted to the Chamber of Deputies Bill No. 1,087/2025, which proposes to expand the IR exemption bracket to up to R$ 5,000 per month starting in 2026.
However, the text, still under discussion, also provides for tax compensation through increased rates applicable to taxpayers with annual income above R$ 600,000, introducing additional taxation for high-income earners.
How can TM Associados help?
TM Associados’ tax team is prepared to assist individuals in correctly interpreting and applying the new income tax table rules, focusing on tax planning, optimization of legal deductions, and prevention of tax assessments.
If you want to understand how these changes affect your tax reality or your company’s, contact us and schedule a personalized consultation.
SINIEF Adjustment 02/2025: Must Taxpayers Keep XML Files for 11 Years?
With the recent publication of SINIEF Adjustment No. 02/2025, many professionals and companies have mistakenly interpreted that taxpayers would be required to store XML files of Electronic Tax Documents (DF-e) for a period of 11 years.
However, this interpretation does not correspond to what the rule actually provides. With a commitment to promote legal certainty and technical clarity, TM Associados clarifies in this edition of the Tax Newsletter the main points of the new adjustment, distinguishing the responsibilities of the tax authorities from those assigned to taxpayers.
What changed with SINIEF Adjustment 02/2025?
SINIEF Adjustment No. 02/2025, published on April 16, establishes a milestone in the governance of electronic tax data in Brazil. The rule standardizes the minimum period of 132 months (11 years) for XML files of Electronic Tax Documents (DF-e) to be kept in the digital environments of the Federal Revenue Service, the States, and the Federal District.
This guideline covers NF-e, CT-e, MDF-e, NFC-e, BP-e, NF3e, CT-e OS, GTV-e, DC-e, and NFCom, consolidating the long-term data purge policy by tax authorities.
What does this mean in practice?
For Tax Authorities: The Adjustment authorizes the purge of their data centers, removing old tax documents to optimize performance, reduce operational costs, and free up space in databases that already exceed petabytes (10¹⁵ bytes) of storage.
And for the taxpayer? No change: the general rule of article 173 of the National Tax Code (CTN) remains in effect, establishing a 5-year retention period for DF-e files, starting from the first day of the fiscal year following the one in which the tax assessment could have been made.
Why the 11-year period in public systems?
Although taxpayers are only required to keep documents for 5 years, the Federal Revenue and the States retain XMLs for 11 years for verification, auditing, and as a historical repository. After this period, the data may be deleted, just as physical documents are destroyed once the legal retention period expires.
This new rule is also aligned with sustainability and digital economy practices, reducing energy consumption and the use of costly infrastructure.
What does your company need to know?
How can TM Associados help?
Our tax team is ready to support your company in structuring internal archiving policies and reviewing tax risk exposures.