Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
The supreme court of justice defines the nature of the merchant’s stock option plan , and the fixed tax only on the resale of the shares
In the First Section of the high Court of Justice (the supreme court), the judge and the Theme of 1.226, under the appointment of the features repetitive, acknowledged that the nature of market of the stock option plans of action (s & op), and it was decided that the Income Tax of individuals (income tax) only apply when the recipient sells the stock of capital gain.
Understand the nature of the case,
On the One 2.069.644, the National treasury argued that the TOOLS would be in the form of remuneration is linked to the employment contract, by requiring the retention of GO in the font as much on the grant of the options, as well as in the acquisition of the shares. In the high court of justice, by the majority, walked away from this point: the mere purchase, even at a price lower than the market, it does not generate increased wealth. and The fact that the generator of the income tax takes place only in the sale later, when the realisation of income.
The decision of the court: the improvement of the distinction between income and capital gains
The reporter, a minister, Sérgio Kukina, “the operation procedure (SOP) sets up a business for the sale and purchase of the shares, which is the merchant; and the income tax is only levied when a capital gain is realized on the resale”. As such, the court established a two hypotheses:
- It does not cover income tax on the acquisition of the shares, because there is no income or the increase in wealth;
- It is levied income tax, in the form of a capital gain when the recipient sells the stock at a profit.
The implications for the compensation plans and tax
- The companies with the TOOLS required to review documents, and accounting policy in order to reflect the nature of the merchant’s benefit;
- The tax shall focus on the calculation of capital gains to the beneficiary, demanding the control of the acquisition cost and the selling price;
- Turns out, in other words, the withholding of tax by the company, thereby reducing the risk of challenges for treatment, such as salaries;
- Current plans, which provided for the retention of early may require the use of additives as a contractual or operational restructuring.
As for the TM Members can assist you?
Our teams, advisory, and tax can assist your company in:
- To review and adjust the regulations of the TOOLS in the new case-law;
- New models of compliance, and tax records of the cost of acquisition;
- Direct beneficiaries of the calculation of the capital gains, and other obligations;
- To mitigate the risks of labor and social security obligations in the provision of incentive measures;
- To map the impacts of corporate restructuring, mergers and acquisitions, involving the executive s & op.
The consolidation of the best practices in the long-term incentive strengthen talent retention and minimize tax exposures. can Count on the TM-Members to ensure compliance and efficiency in the tax plans of the stock option.
TRT-6 as a company thesis binding upon the liability of directors in order to labor against the joint-stock companies
The Regional Labor Court of the 6th Region (state of Pernambuco) have completed the trial of the Incident to the Resolution of claims that are Repetitive – IRDR) n. 0001046-94.2024.5.06.0000 (Theme 09) and has understanding of the binding, according to which, in order of labor filed against the corporation law, the Theory is Less of a consideration of the legal personality. of The judgment, it has set when it is possible to redirect the execution to the shareholders, the directors and officers of statutory.
Understand the nature of the case,
The IRDR has been put in place to unify conflicting decisions on the extent of the financial responsibility in order for labor, involving joint-stock companies. The controversy has revolved around: (i) what is the theory of the lifting of the legal personality should be used (Higher or Smaller), and (ii) what are the hypotheses for the implementation should be able to reach board of directors and stockholders.
The positions laid down: strengthening the protection of credit, labor law
The Court included, among others, the following theses: a legal binding (art. 985, CPC):
- The theory Lessis enough: on the evidence of the insufficiency of the assets of the legal entity to which the stockholders of the directors the articles of association and, where applicable, of the controlling shareholders, who exercise ultimate power and management to be achieved;
- The directors and officers of statutory: they can have their property seized if the term of the match, with the covenant and work for the lender.
- If it is not present, redirection, require proof of collusion, tort, negligence, act or omission (section (1) of art. 158 of the Law no. 6.404/1976).
- The shareholders of control in publicly-traded companies, and all of the shareholders of the corporation closed) are also subject to the measure, according to the degree of power management.
The range of the previous one
The decision is binding only on the Sticks of your Work) and for the self-TRT-6 (art. 986 of the civil procedure code).
Although it does not require any other district Courts in the Work of the TST, the former has the power to persuade and to reinforce a tendency to extend to the liability of directors in order for labor. For other courts to adopt the understanding of similar and this is the reason that companies need to monitor the evolution of the concept.
The practical implications for companies and directors
- Governance and compliance: the Councils, and boards of directors must ensure that its internal controls, to record the decisions and adopt the policies of the mapping of the liabilities of the labor in order to mitigate the allegations of negligence or omission.
- Contracts for the D&Thebroadening of the risk of asset it is recommended to review insurance of directors, setting limits, and the provisions of the retroactive effect;
- Due diligence and M&A: Acquisitions of the corporation shall include a thorough checking of the labor and time management in order to scale the issues that can bring about a new government;and
- Corporate structure: Shareholders must evaluate the mechanisms of the segregation of the assets and the documentation of the powers of the management, especially in private companies.
As for the TM Members can assist you?
In our times, in an advisory capacity and labour are able to:
- To review the by-laws and the minutes to reflect on good practices in corporate governance, and to limit liability;
- Designing policies for compliance with labor, and advise the directors on the due diligence required;
- Trade, or to adapt the policies of D&O to the new case-law;
- Conducting due diligence in M&A, by quantifying the contingencies arising out of the IRDR;
- Represent the companies, and the directors in incident avoidance, defense, and litigation settlements.
The TRT-6, and even though legal only in the state of Pernambuco, it is anticipated, a line of case law, which tends to gain momentum in other regions. Companies and managers must, therefore, strengthen the management of the liabilities, labor, and the traceability of the decisions the company. You can count on the TM Associated to the mapping of risks, to review the governance structures and to represent clients in incident avoidance, keeping up with the development of the trend, on the other courts, the labor in brazil.
Litigation
The scheme of the Goods and the Provisions of the Inalienability: Where are all the Businesses that go Wrong?
What started in a marriage may end in court and involved in your business.
In the business world, it is common for members to devote sufficient attention to the corporate structure, governance, and the economics of growth. But a lot of times that one detail that goes unnoticed: a life of marriage and the family members could have an impact directly on the security of property of the company.
The scheme of the goods you have chosen on the marriage or provisions of evil made donations, and shares in the family members can generate conflicts between shareholders, serious, lock, business-and even threaten the continuity of the business.
Ownership of Property: A Legal Risk and Ignored
The ownership of property determines how the couple’s property will be divided in the event of a separation or a death. For businesses, this can have consequences for practical and financial matters are relevant to you.
Here, the effects of each of the board:
- The fellowship is partial: the shares purchased during the marriage, it can be a shareable, even though the company is only in the name of one of the spouses, first.
- The communion of the universal: any of the assets, including the shares acquired prior to the marriage, it can be broken down.
- Total separation: it ensures that the assets of each spouse, if you stay single, the one that offers the most protection to the company.
An error common to the member the home in the holy communion part, it assumes that all the shares are in ‘his’, and discover, in a divorce, and that half of it can be ex-husband / wife — resulting in litigation and instability in the business world.
Terms of Inalienability: a Protection of Evil Applied to Turn the Obstacle
It is common to include the provisions of inalienability, amounts that cannot be attached and the incommunicability of donations and shares it with the intention of protecting the shareholders ‘ equity. However, when poorly written, or used, for any purpose, in these terms:
- To prevent the heirs or the shareholders to trade their shares;
- Make it difficult for the restructuring of business or for the entry of new investors;
- Clash in strategic transactions for in excess of any legal restrictions;
- A cause of uncertainty and conflict in family time.
A practical consequence: an heir to receive shares subject to the inalienability. Years later, the company needs to reorganize its structure. But it’s not, you can download them, sell them, or use them as security paralyze the operation.
The main Mistakes made by Businesses, and Families in business
- Misalignment between ownership of property and the social contract
- The absence of the agreement of the members, with the provisions of the Spanish succession, and a restriction to the entry of a third party
- General-purpose and standard of the provisions of the inalienability
- A lack of succession planning is structured
- The lack of knowledge of the impacts of a marriage or common-law marriage, about the company’s business
Strategic solutions, to Avoid any Conflicts
- To Formalize the agreements of the members are robust, including the rules on the succession to, the sale of the shares, and the exclusion of the spouse.
- Plan for the ownership of property, with legal advice:- for members, both current and future.
- Please use clauses that balance technical, and measure: in the giving, wills, and contracts.
- Create structures, such as the holdings in the family: for the professionalization of the management, and to safeguard the shareholders ‘ equity.
- Please upgrade to periodically check the documents of the company, as the changes in family and property.
Do not Underestimate the Risks, the Family Business
The entanglement between a family and a company that is unavoidable in a lot of business but the risks can (and should) be controlled. With planning and a legal counsel with adequate, it is possible to protect your business assets, and preserve family ties.
How can we help you?
We are experts in business law, family law, with a focus on estate planning and the protection of corporate structures.
Set up a strategic consultancy!
Labor
Pejotização: the SUPREME court reviews the procurement was fraudulent, and it defines the boundary between outsourcing and employment
The Supreme Federal Court (STF) was initiated in the year 2025, in the judgment of the Subject 1.389 of the ‘General effect’, in which he discusses the legality of the employment of workers through a legal entity (the so-called “pejotização, when they are in the presence of the characteristic elements of the employment relationship. The dispute, brings about a significant impact to the industry, especially in the segments that adopt a more flexible models of engagement.
In the past few years, the pejotização has become a recurring practice in areas such as technology, health care, education, and communication. The model, originally designed for stand-alone services, and to nature as possible, it came to be used as an alternative to the engagement formally, by the Consolidation of Labor Laws (CLT). However, this practice has been challenged in court on the grounds of the rig workers ‘ rights is essential.
The trial is in progress in the SUPREME court a part of the following question: is it lawful on the job with PAY, when, in practice, the provision of services takes place, with habituation, above, before, and consideration? The Minister’s Rapporteur Alexander is hiring for a legal person, is valid as long as they are not present, and the elements characteristic to the employment relationship. In its vote, recent, it added that a formal contract between the companies, does not automatically configure the employment relationship, and it is essential to check that, in practice, the existence or non-existence of the above, before, habituation, and consideration.
This approach enhances the article 9 of the CLT, which declares it void in its own right, the actions with a goal to disrupt, prevent, or otherwise tamper with the application of labor legislation..
The possible consolidation of thesis binding by the SUPREME court could change in the case-law of current, forcing the companies to re-structure their hiring policies of the providers of the service, to avoid any liabilities, labour and the challenges of fraud in relation to the work.
On the basis of the relevance of the topic and its impact on a national level, the SUPREME court ordered the suspension of all proceedings pending on the country, targeting the validity of the employment of a person in the legal situations that may constitute an employment relationship. The suspension is valid until the final judgment of the Theme, 1.389, you will lay down the thesis, with the effect of binding on all the courts. And with that, thousands of the shares of labor in the course in order to Work to a standstill, creating expectations both within and among companies as well as employees on the parameters of which are set out on the subject.
In addition, a discussion is also included within the broader context of the review of the role of subordinate in the digital age, especially in the face of an intensification of the work of the platforms, freelancers and self-employed professionals on a full time basis.
Conclusion
The judgment of the Subject 1.389 by the SUPREME court, it has the potential to become a new landmark in the interpretation of that set up an effective employment relationship.
The possible finding of fraud in the public procurement for the PAY-when checked, all the elements of the employment relationship, and this will require the companies to review their contracts and civilians, especially those with expertise in personal, commonly used and is subject to direct.
To this end, the sectors such as legal, compliance and human resources, and they must act in a preventive manner, conducting internal audits, and strengthening the basis of objective criteria of autonomy in accordance with the agreement.
The decision of the SUPREME court is expected to play a central role in the distinction between legitimate ways of recruitment fraud and labor. To establish objective criteria for the trial, you will contribute to greater predictability in relation to work and build a business in the adoption of the forms of contracts that are compatible with the current legislation.
Tax
The increase in the financial operations tax (IOF: impacts, reasons, and will be no changes to the companies and the investors
In may, in the year 2025, the Federal Government announced that it and put it into effect significant changes to the Tax on Financial Operations (IOF) on the ground to strengthen the balance sheet, align the stance of monetary policy, and to correct the distortions in the tax system. The measures set out in Decree no. 12.466/the year 2025, and the number 12.467/by 2025, and are part of the set of actions of the Federal tax to raise revenue, and to strengthen accountability.
In spite of the apparent neutrality of the technique, they awaken a concern for legal, financial, and operational, in particular in the business sector, and investors. In the following, we will highlight the main points of the measures that have been implemented.
The increase in the financial operations tax (IOF-Credit that have a direct impact on the cost of the business
One of the most significant changes has been the dramatic increase in the rate of HBS over the operations of the credit for the following companies:
- A Legal person (except Flat):
From 1.88% in the year (the maximum for the 3,95% for the year
(0,95% fixed + 0,0082% of the day) - A simple Domestic transactions up to$ 30 million):
0.88% to 1.95% at the year –
Cooperative entity of the credit shall be subject to such as joint ventures, when they exceed the threshold of$ 100 million a year, and in promoting greater equality of competition.
In addition to this, there was a regulation to express the operations of the supply, advance package, and a risk for withdrawal) as a loan operations that are subject to the IOF, in spite of the divergence in the understanding of the internal Revenue service (the Solution COSIT no. 9/2016) and CARF, creating a controversy over the possible violation of the principle of legality.
HBS-Exchange unified messaging and the increase in the rates of
All currency exchange operations have undergone important additions:
- Cross border shipments and purchase of currency-in-kind:
the Rate increased from 1.1% to 3.5% - International credit cards and pre-paid to:
the New tax rate is unified by 3.5% to the sky for the progressive reduction in the planned until 2028 - External borrowing in the short-term (up to 364 days)
will be assessed a 3.5% (previously, the tax rate is zero) - Transfer to the application of the funds to the exterior
, Now is subject to the IOF 3.5%
These measures seek to correct the distortions, to discourage the practices of tax evasion and reduce the volatility of exchange rates, even though they may discourage the entry of foreign capital.
HBS-Secured: focus on the high net worth and private pension funds
For pension plans in private coverage for survival, such as the product INVENTORIES, will now be taxed with a rate of 5% on the monthly allocations in excess of$ 50 billion, yet it spread among the different insurance companies.
The aim is to avoid the use of policy as a tool of investment in high-income and low taxes, while preserving the exemptions for the taxpayer for the purpose to the social security needs.
Duration:
The changes went into effect on the 23rd of may, in the year 2025, with the exception of the operations in the package, and the risk for withdrawal, you shall be subject to as from the 1st of June, in the year 2025.
As the TM is Associated with can help you with?
Our team works with great excellence in its advisory, legal, tax firms and investors by offering:
- Technical analysis tailored to examine the impact of the new tax rates and tax rules that impact on the financial operations tax (IOF;
- The diagnosis of the contract, and the operations will be affected by the changes;
- Planning for restructuring for the mitigation of fiscal risks, and the preservation of the banks.
Get in touch with us and rely on our support to get through this new stage, with the security and it strategy.
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The measures of the Balance sheet, the new package from the Federal Government to introduce measures which seek to expand storage, and to strengthen the tax justice
Against the backdrop of the tax as well as challenging the goal, to clear the deficit in the primary by the year 2025, the Federal Government has announced a robust set of measures focused on the balance sheet. of The actions include adjustments to the financial operations tax (IOF, a review of the tax benefits, the new issues of the fiscal and the streamlining of the financial system with the potential to arrecadatório is estimated at$ 41 billion by 2026.
In the following, we will highlight the major changes that could have an impact directly to taxpayers, businesses, and investors.
Major enhancements and Changes to the Taxation of
1. Taxation of Betting, and Electronic (BETs)
What are the changes: an Increase in the taxes on online sports betting (the so-called BETs).
Impact: the Industry before the under-taxed, will be more significant on the revenue of the federal government.
2. Standardization of Tax in the Financial System
What are the changes:
- The review of financial transactions in the capital market;
- Fixes for the payment of bonds and other securities;
- The possibility to compensate for the gains and losses in a broader sense;
- Tightening of the rules for the compensation of tax, making the planning of abuse.
Impact: The extent to strengthen the tax justice, and seeks to avoid the aggressive strategies of avoidance by large financial institutions and accredited investors.
3. Business Criptoativos
What is changing: The government launches a system for taxation of digital assets (ex. criptomoedas).
Impact Expands, and forms the tax base of an industry is expanding rapidly and with little oversight.
4. The tax rate of the minimum on the FDICs of Funds for Investment in receivables)
The one that changes, and that the Establishment of the ADOPTED minimum for operation with the FDICs.
Impact: it Corrects the distortions in the favorable treatment of such funds, which are traditionally used by large corporations.
5. PEC-of-a Review of the Benefits of deferred Tax assets
What are the changes:
- Reduction of the linear, step-by-step to the benefits accorded to legal persons;
- Exceptions: a Simple a National food basket, on the privileges and immunities of the constitution and non-profit organizations;
- It covers all sorts of encouragement, or an exemption, a credit that is assumed, the basis for a low, etc.).
Impact: The extent to redistribute the tax burden, thus increasing the burden on the sectors are now favored and the fostering of an environment that is more equitable.
Other measures to Reduce the Tax Spot
Even though the pack has a focus on arrecadatório, the Government has also announced measures to reduce taxes on sectors of strategic interest, such as:
- The reduction of the financial operations tax (IOF ) on:
- credit to the enterprise;
- the operations of the risk of withdrawal;
- in life insurance (for example: INVENTORIES);
- Disclaimer ADOPTED on the return of foreign direct investment.
These measures are intended to stimulate the credit for the productive, and the influx of foreign capital, and in compliance with the goals and objectives of the stability and growth of the economy.
As the TM is Associated with can help you with your business?
Our team is ready to offer you:
- Sector analysis of the impact of the new measures.
- A strategic review of the benefits of the tax currently used.
- Legal assistance in the restructuring of the financial and contractual arrangements.
Please contact us in order to understand how to protect their operation, in the face of these changes.
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
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Tax
A chance to win, no 214/2025: National Congress of tips to increase the financial operations tax (IOF
On the 25th of June, in the year 2025, the National Congress approved the Project under Legislative Decree (LDP) no 214/2025 that sustou for the purposes of the Decree no. 12.466, 12.467 and 12.499, who had been promoted for the increase of the tax rates of the Tax on Financial Operations (IOF), in various forms, such as credit, foreign exchange, insurance, and investments.
The proposal was approved by the house of Representatives, for a total of 383 votes in favour and 98 against it. Then, the text has been approved by the Senate, and was transformed into the Legislative Decree no. 176/2025, published on the 27th of June in the year 2025, through the writing of the earlier Decree no. 6.306/2007, which provides for the financial operations tax (IOF.
Context and rationale
All presidential decrees, published in the may, June and July in the year 2025, and had as a goal to increase revenue to the federal at about$ 61 billion by 2026. In the meantime, members of congress have argued that such measures are moved to the regulatory powers of the Executive branch, by using the HBS-a tribute to nature’s extrafiscal, with the purpose of arrecadatória, without a proper assessment of the National Congress.
What are the changes with a chance to win, no 214/2025
With the overthrow of the Decree no. 12.466, 12.467 and 12.499/by 2025, have been canceled, several enhancements and new hypotheses of the impact of the financial operations tax (IOF. Note:in
the Credit business, the maximum amount of the annual returns of up to 3,95 % for 1,88 %; micro and small businesses in return for the pay to a maximum of up to 0.88 %;
international credit Card and the exchange rate falls to 3.50% for the 3,38%, for international credit cards, credit, debit,prepaid, and traveler’s checks;
Remittances on foreign investment returns the rate of 0.38%, turning out to be on a par with other financial transactions;
Personal shipments and purchases from the cash back to 1.10%;
Risk of withdrawal: the exemption is re-established, thereby strengthening the competitiveness of the credit counterparts, except as provided in the guarantee; and
INVENTORIES: a tax extra on top of the major contributions it has been deleted; and the exemption back to the real deal in full.
In a nutshell, the suspension of the decree is for the IOF to return to the level prior to 2024 to nearly all areas, thus alleviating the cost of credit, the transactions related to everyday use, and the contributions in the pension fund, and re-establishing the schedule for the gradual drop in the income tax provided for prior to the attempt to rise.
The practical consequences of the revocation
With the overthrow of the Presidential Decree of the Congress, the National, and the rates ADOPTED are returned to the levels of earlier, thereby reducing the burden of paying the tax on financial transactions. The measure will benefit many sectors of the economy, which affected the increase in the tax rates.
The 2nd Newsletter of tax:
The ministry of Finance launches the official portal of the Tax Reform, with strategic information for businesses
The Ministry of Finance has set up a web portal with information on the rules of the Tax Reform currently under way in Congress. The page brings together all the major projects of the law, supplement, papers, and materials to explain the new system, the tax on consumption, which was established by a Constitutional Amendment 132/2023.
The site has been designed to expand the transparency of the legislative process, and to facilitate the follow-up of technical and operational support for the private sector, policy-makers, legal practitioners, and the general ledger.
What you can find on the new site?
In the portal, users can find get full access to the proposals put forward by the Federal Government, and in particular, the Design of a Complementary Law no. 68/2024 (converted into the LC, no 214/2025), which governs the establishment of the Tax on Goods and Services (LBS), the Contribution of Goods and Services (CBS), and the Tax to the Selection (S). They are also available to you:
The proposed schemes to the specific mechanisms of the transition, insurance, and distribution of federal revenues;
explanatory Materials, presentations, and news institutions;
the Simulator, the rates are developed, in partnership with the World Bank, the estimates for the sector, and
is an essential tool for companies that want to anticipate the risks and opportunities associated with the new tax model.
The programme of Technical Assistance (PAT RTC)
on THE web portal also provides details on the design of the Programme of Technical Assistance for the Implementation of the Reform of the Taxation of the Consumption PAT-STN), which is coordinated by a Committee of the organisation and of the 19 Groups in the Technical theme among these are:
Regimes are distinguished;
the VAT collected and the reimbursement of the loan;
the Basket, and the return of tax for the low-income population.
The Committee has met on a weekly basis with a deadline of 60 days for the completion of the preliminary designs, which are expected to guide the legislative process in the next few months.
As for the TM Associates can support your business?
The team is a tax on the TM Associated with it is through an active process of regulation, Tax Reform, with a focus on the defense, security, legal, compliance, operational, and planning strategies tax:
Technical analysis of the projects in progress and their impacts on the industry;
simulation Studies of the tax and diagnosis of the companies that will be affected by them;
– Orientation and restructuring the contract and the re-adaptation of directors; and the
continuous Updating of the legislative changes that are relevant to you.
We’ll be happy to assist your company to adapt to the new reality of the tax, with practical solutions that are safe, secure and in line with your business goals.
Advisory
The new Requirements are for starting a Business and the Impact of the Module in the Administration of Tax (CT) of the internal Revenue
The internal Revenue service has published a Technical Note, no. 181/2025 (COCAD) details of the new I / o Module AT the Redesim, which will go into production on the 27th of July, in the year 2025. The main one turn of the key, it is mandatory to choose the tax system (Single, National, Profit before tax and taxable Income), already at the time of the entry of the ID stage before it could be made for up to 30 days after opening.
In a letter sent to the prime minister, Fernando Haddad, seven of the Guild asking for a review of the schedule and is pointed to the risks of:
Extra paperwork and delays in the release of ID;
the Fragmentation of the flow of the Joints, and Revenue, breaking the integration achieved in the last few years,
the Term “technically impracticable” for the adjustment of the 27 Joints in the Business until July,
the Largest uncertainty in micro-and small-sized enterprises.
Talk with our team!
The teams, advisory and tax issues in the TM Members are following updates from the irs and, to the boards of Trade, to support entrepreneurs who want to generate new business.
Labor
MENTAL HEALTH IN THE WORKPLACE: THE NEW RULES OF THE NR-1
Mental health in the corporate environment has become one of the most important issues in the Right to Work in the year 2025. In a world that is fast-paced, connected, and more demanding, the burden of emotional and psychical disorders, work-related increased at an alarming rate. The cases of burn-out, depression, anxiety, and chronic stress is one of the main causes of the separation of labour, and causes of action for injury to feelings.
In response to this reality, the department of Labor held a major update on the Regulatory Standard no. 1 (NR-1), which deals with the management of occupational risks.
According to the new wording, the term has been extended to may 26, 2026, you will enter the so-called psychosocial risks, such as the formal elements are to be mapped, evaluated, and mitigated for firms. They are included in the category of conduct such as bullying, peer pressure, excessive, goals, training sessions of comprehensive and organizational environments is non-toxic, all aspects that have the potential to compromise the emotional health of the workers.
The change, though it is necessary, has brought with it a series of questions and practices. How to measure a psychological risk? The set, by law, a work environment that is mentally healthy? In the absence of criteria, the technical objectives, making it difficult for both companies, as well as to the auditors and delineate the parameters of safe conduct. This uncertainty is compounded by the increasing criminalization of those conflicts involving illness and the mental, in the absence of prevention programs has resulted in the convictions of millions for injury to feelings, the recognition of an occupational disease, and a guarantee of job security.
The Judiciary, on the other hand, has been building the case law firm, in the sense that it is the default of the employer, in the face of psychosocial risks, sets up a direct violation of the duty to ensure the health of the worker. Companies that do not take preventive measures, such as the channels of listening, counselling, training, leadership, human, and a review of the goals, besides, they are increasingly vulnerable to the actions of labour and the control of the Ministry of Labor.
More than just a requirement of the law, the mental health care has established itself as a criterion of ethical and strategic planning. Companies that are active in pre-emptive mode, reduce absences, increase productivity, and strengthen the reputation of the institution. At the same time, to mark the beginning of the market and to its employees who are committed to working relationships are based on respect, dignity, and emotional balance.
In the face of the new, the NR-1, and a regulatory environment, more stringent, a change that is optional. It requires a coordinated effort between the fields of HR, legal, health, safety, and senior management to implement an organizational culture focused on the comprehensive protection of the worker.
A CASE study
in order To understand the gravity of the subject of mental health in the workplace and their developments in the law, it is worth mentioning a recent case that resulted in the country. In 2023, the Banco Itaú, was sentenced by the Justice, to the payment of the$ 200 billion in compensation for moral damages in the bank who was diagnosed with burnout syndrome.
The decision, handed down by the 3rd Pole of the Work of Bauru (SP), it was acknowledged that the employee has been subjected to an environment that is characterized by a “moral harassment ‘ organizational”, and a systemic practice that extends beyond individual cases of conduct that is abusive, involving the collection of constant and humiliating, goals, training sessions exhaustive and the absence of effective channels of psychological support.
For the award of doctor is attached to the process indicated that psychiatric disorders are serious, such as depression and anxiety are directly related to the terms and conditions.
According to the account of the bank, it was subject to daily charges for an intense pressures to be unfair for the goals, and meeting the collective constraints, which give rise to an environment of constant stress and fear to switch off the job. Justice is not only recognized the link between the illness and the mental, and the work is, but also understand that the bank has failed to take preventive measures and ensure the work environment is healthy, in breach of his duty to protect the health of the worker.
Therefore, it shows that more than meet the requirement of the law, in the management of mental health needs to be understood as a strategy for business: protecting your staff, but also preserves the productivity, and strengthen the reputation of the institution. In the case of Ita, which is widely reported in the media, it serves as a warning to organisations in all sectors.
The COMPLETION
of THE upgrade of the NR-1, representing a new milestone in the recognition of mental health as a key element for the protection of labour.
With the requirement of the mapping psychosocial risk and take preventive measures, companies will need to review their management culture and organisational structure. The neglect of this aspect, it can mean not only the loss of talent and productivity, but also the impact of the legal, severe, with the legal actions, proceedings and damages the image of the company.
In this context, it is imperative that all organizations operate in a proactive manner, and technical integration. With the use of best practices in mental health, in addition to strict compliance with the NR-1, it is not only a result of legally in the business, but it contributes to a more humane, more sustainable, and more productive.
Take good care of the emotional health of the workers, is seen as a competitive advantage, it is now a requirement of the law and the ethical commitment to the future of the relationship.
Litigation:
In the case of the Glove sight: a lesson on the contract, the clauses of the evil-aligned, and the risks to the business.
The recent outcome of the legal dispute between Iran Portugal, the driver known as the Sleeve of the Masons, and former businessman, He, Jesus, has thrown some light on the fundamental issues in the law of contract and tort in business sophistication.
The controversy started in the year 2022, when the Sleeve of a Stonemason, he made it to the break up with his then-businessman-on the assumption you are not satisfied with the management of his career, and the lack of transparency in financial matters. In spite of the backlash on the social networks, with the agreement of the agency and signed by the parties, it was still in place, with the express provisions of the exclusivity, and the obligation of accountability, and the fines set forth initially, at$ 5.3 million.
The breach has been done in a unilateral way, and hard, without any notice, or the attempt to mediate. In response, He, Jesus filed a lawsuit in which it pleads for the application of the penalty of the contract, the compensation for damages resulting from the exposure of the negative, which has, in addition to reimbursement for expenses incurred in the course of the agency — such as the investment in the structure of the image, and the position of the mark of the driver.
In the course of the proceedings, the defense of the Iran Ferreira argued that there was a breach of trust, and poor management on the part of the entrepreneur, on the ground that the driver had no knowledge of the payments, and the strategic decisions that were being made on its behalf. However, the Justice found that there was no evidence of bad faith or breach of contract on the part of the owner.
The ruling by the 2nd court Civil proceedings in the Barra da Tijuca district in Rio de Janeiro, and was considered for the termination of, as justified, and he acknowledged that the work of his friend he was, within the limits of the law, and contract negotiation. The court noted that the dissatisfaction of the driver have not been formally communicated to you or is accompanied by attempts to re-negotiation, which points to a lack of governance of contract on the part of the driver, and your legal team. It was, therefore, a fixed compensation in the amount of$ 3.6 million, which includes:
the value of a part of a fine only (adjusted to comply with the limits of rationality);
reimbursement of investments in proven;
compensation for damage due to the exposure of the public to the negative damage suffered by the employer.
In addition, the court pointed out that the effect of media to the termination of, how exciting, and with no technical support, it has caused some damage to the image of his friend, Jesus, directly affecting your reputation as a professional in the art world and the business world.
What does this reveal about the disputes in the business?
Although it involves the study of influence of digital, the case presents the outlines of a very well-known by people who work in business litigation. He opens the risk of bad decisions have focused on the absence of any provisions to the output, well-structured, and the lack of legal assistance in the course of the execution of the contract.
The main fault in this scenario, it is not only in the decision to break off the relationship, but in the way it has been conducted without the support of adequate technical, with no formal announcement, and measures the primary management of the conflict. In the absence of the governance of the contract, especially for orders of high value, economical and in the public eye, it can transform the disagreements on the point in dispute multi-billion us dollar.
In the process it also revealed that the claims are subjective, and wear-to-people did not overlap with the force of a contract is legally binding. Even though there are frustrations and legitimate, it must be formal, documented, and should preferably be dealt with by means of negotiation or mediation, out of court.
Essential lessons for business:
In the case of the Glove of a Mason, is an emblematic example of how a poor contract management can compromise the results, a picture, and the continuity of the business. Below, we’ve outlined the key lessons learned on the basis of this experience:
The contracts are risky assets and safe: The signature of a contract does not guarantee legal certainty. It is important to understand the impact of each section, you manage deadlines and contractual obligations and to review the terms from time to time. Contracts are structured to reduce risk exposure and improve the performance of business.
“The agreement is verbal or non-not be used as a shield companies: Although it is recognized in a few cases, the oral agreement lacks the essential elements of the exam, and clearly as possible. Testimonials for the exchange of e-mails or messages on WhatsApp are so fragile in front of the court. A contract is a solid, well-written, in turn, arranges for the relationship and defines the obligations and prevent disputes.
Terms of termination; indemnity is just as important as the commercials for These clauses define how the connection can be closed, what are the costs involved and the criteria for compensation. In the absence of a caution at this point, you can generate a passive unexpected compromise the reputation of the business and directly affect the cash flow in the event of a dispute.
In the absence of the legal counsel of the continual and costly: it must contain only orientation on the phase of the signature, it is a common mistake. Business contracts require monitoring at every stage of the relationship, including renegotiations, warnings, penalties, and termination. This is even more important in a relationship, with a strong asymmetry of information, or a high strategic value.
How can you support your business:
The TM Associates, we operate with a focus on the prevention and litigation in order to protect the business in all levels of contract:
Design and review of contracts, corporate and commercial use,
the Planning of the provisions strategy of exclusivity, penalties, termination);
the Defense in legal disputes of a civil liability and dispute for compensation;
Armor status of intangible assets (brand, images, and know-how.
📞 Get in touch and see how we can help you:
📧 tm@tmassociados.com.br
📍 www.tmassociados.com.br | ☎ (11) 2923-7989
Newsletter | JUNE 2025
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
The supreme court of justice defines the nature of the merchant’s stock option plan , and the fixed tax only on the resale of the shares
In the First Section of the high Court of Justice (the supreme court), the judge and the Theme of 1.226, under the appointment of the features repetitive, acknowledged that the nature of market of the stock option plans of action (s & op), and it was decided that the Income Tax of individuals (income tax) only apply when the recipient sells the stock of capital gain.
Understand the nature of the case,
On the One 2.069.644, the National treasury argued that the TOOLS would be in the form of remuneration is linked to the employment contract, by requiring the retention of GO in the font as much on the grant of the options, as well as in the acquisition of the shares. In the high court of justice, by the majority, walked away from this point: the mere purchase, even at a price lower than the market, it does not generate increased wealth. and The fact that the generator of the income tax takes place only in the sale later, when the realisation of income.
The decision of the court: the improvement of the distinction between income and capital gains
The reporter, a minister, Sérgio Kukina, “the operation procedure (SOP) sets up a business for the sale and purchase of the shares, which is the merchant; and the income tax is only levied when a capital gain is realized on the resale”. As such, the court established a two hypotheses:
The implications for the compensation plans and tax
As for the TM Members can assist you?
Our teams, advisory, and tax can assist your company in:
The consolidation of the best practices in the long-term incentive strengthen talent retention and minimize tax exposures. can Count on the TM-Members to ensure compliance and efficiency in the tax plans of the stock option.
TRT-6 as a company thesis binding upon the liability of directors in order to labor against the joint-stock companies
The Regional Labor Court of the 6th Region (state of Pernambuco) have completed the trial of the Incident to the Resolution of claims that are Repetitive – IRDR) n. 0001046-94.2024.5.06.0000 (Theme 09) and has understanding of the binding, according to which, in order of labor filed against the corporation law, the Theory is Less of a consideration of the legal personality. of The judgment, it has set when it is possible to redirect the execution to the shareholders, the directors and officers of statutory.
Understand the nature of the case,
The IRDR has been put in place to unify conflicting decisions on the extent of the financial responsibility in order for labor, involving joint-stock companies. The controversy has revolved around: (i) what is the theory of the lifting of the legal personality should be used (Higher or Smaller), and (ii) what are the hypotheses for the implementation should be able to reach board of directors and stockholders.
The positions laid down: strengthening the protection of credit, labor law
The Court included, among others, the following theses: a legal binding (art. 985, CPC):
The range of the previous one
The decision is binding only on the Sticks of your Work) and for the self-TRT-6 (art. 986 of the civil procedure code).
Although it does not require any other district Courts in the Work of the TST, the former has the power to persuade and to reinforce a tendency to extend to the liability of directors in order for labor. For other courts to adopt the understanding of similar and this is the reason that companies need to monitor the evolution of the concept.
The practical implications for companies and directors
As for the TM Members can assist you?
In our times, in an advisory capacity and labour are able to:
The TRT-6, and even though legal only in the state of Pernambuco, it is anticipated, a line of case law, which tends to gain momentum in other regions. Companies and managers must, therefore, strengthen the management of the liabilities, labor, and the traceability of the decisions the company. You can count on the TM Associated to the mapping of risks, to review the governance structures and to represent clients in incident avoidance, keeping up with the development of the trend, on the other courts, the labor in brazil.
Litigation
The scheme of the Goods and the Provisions of the Inalienability: Where are all the Businesses that go Wrong?
What started in a marriage may end in court and involved in your business.
In the business world, it is common for members to devote sufficient attention to the corporate structure, governance, and the economics of growth. But a lot of times that one detail that goes unnoticed: a life of marriage and the family members could have an impact directly on the security of property of the company.
The scheme of the goods you have chosen on the marriage or provisions of evil made donations, and shares in the family members can generate conflicts between shareholders, serious, lock, business-and even threaten the continuity of the business.
Ownership of Property: A Legal Risk and Ignored
The ownership of property determines how the couple’s property will be divided in the event of a separation or a death. For businesses, this can have consequences for practical and financial matters are relevant to you.
Here, the effects of each of the board:
An error common to the member the home in the holy communion part, it assumes that all the shares are in ‘his’, and discover, in a divorce, and that half of it can be ex-husband / wife — resulting in litigation and instability in the business world.
Terms of Inalienability: a Protection of Evil Applied to Turn the Obstacle
It is common to include the provisions of inalienability, amounts that cannot be attached and the incommunicability of donations and shares it with the intention of protecting the shareholders ‘ equity. However, when poorly written, or used, for any purpose, in these terms:
A practical consequence: an heir to receive shares subject to the inalienability. Years later, the company needs to reorganize its structure. But it’s not, you can download them, sell them, or use them as security paralyze the operation.
The main Mistakes made by Businesses, and Families in business
Strategic solutions, to Avoid any Conflicts
Do not Underestimate the Risks, the Family Business
The entanglement between a family and a company that is unavoidable in a lot of business but the risks can (and should) be controlled. With planning and a legal counsel with adequate, it is possible to protect your business assets, and preserve family ties.
How can we help you?
We are experts in business law, family law, with a focus on estate planning and the protection of corporate structures.
Set up a strategic consultancy!
Labor
Pejotização: the SUPREME court reviews the procurement was fraudulent, and it defines the boundary between outsourcing and employment
The Supreme Federal Court (STF) was initiated in the year 2025, in the judgment of the Subject 1.389 of the ‘General effect’, in which he discusses the legality of the employment of workers through a legal entity (the so-called “pejotização, when they are in the presence of the characteristic elements of the employment relationship. The dispute, brings about a significant impact to the industry, especially in the segments that adopt a more flexible models of engagement.
In the past few years, the pejotização has become a recurring practice in areas such as technology, health care, education, and communication. The model, originally designed for stand-alone services, and to nature as possible, it came to be used as an alternative to the engagement formally, by the Consolidation of Labor Laws (CLT). However, this practice has been challenged in court on the grounds of the rig workers ‘ rights is essential.
The trial is in progress in the SUPREME court a part of the following question: is it lawful on the job with PAY, when, in practice, the provision of services takes place, with habituation, above, before, and consideration? The Minister’s Rapporteur Alexander is hiring for a legal person, is valid as long as they are not present, and the elements characteristic to the employment relationship. In its vote, recent, it added that a formal contract between the companies, does not automatically configure the employment relationship, and it is essential to check that, in practice, the existence or non-existence of the above, before, habituation, and consideration.
This approach enhances the article 9 of the CLT, which declares it void in its own right, the actions with a goal to disrupt, prevent, or otherwise tamper with the application of labor legislation..
The possible consolidation of thesis binding by the SUPREME court could change in the case-law of current, forcing the companies to re-structure their hiring policies of the providers of the service, to avoid any liabilities, labour and the challenges of fraud in relation to the work.
On the basis of the relevance of the topic and its impact on a national level, the SUPREME court ordered the suspension of all proceedings pending on the country, targeting the validity of the employment of a person in the legal situations that may constitute an employment relationship. The suspension is valid until the final judgment of the Theme, 1.389, you will lay down the thesis, with the effect of binding on all the courts. And with that, thousands of the shares of labor in the course in order to Work to a standstill, creating expectations both within and among companies as well as employees on the parameters of which are set out on the subject.
In addition, a discussion is also included within the broader context of the review of the role of subordinate in the digital age, especially in the face of an intensification of the work of the platforms, freelancers and self-employed professionals on a full time basis.
Conclusion
The judgment of the Subject 1.389 by the SUPREME court, it has the potential to become a new landmark in the interpretation of that set up an effective employment relationship.
The possible finding of fraud in the public procurement for the PAY-when checked, all the elements of the employment relationship, and this will require the companies to review their contracts and civilians, especially those with expertise in personal, commonly used and is subject to direct.
To this end, the sectors such as legal, compliance and human resources, and they must act in a preventive manner, conducting internal audits, and strengthening the basis of objective criteria of autonomy in accordance with the agreement.
The decision of the SUPREME court is expected to play a central role in the distinction between legitimate ways of recruitment fraud and labor. To establish objective criteria for the trial, you will contribute to greater predictability in relation to work and build a business in the adoption of the forms of contracts that are compatible with the current legislation.
Tax
The increase in the financial operations tax (IOF: impacts, reasons, and will be no changes to the companies and the investors
In may, in the year 2025, the Federal Government announced that it and put it into effect significant changes to the Tax on Financial Operations (IOF) on the ground to strengthen the balance sheet, align the stance of monetary policy, and to correct the distortions in the tax system. The measures set out in Decree no. 12.466/the year 2025, and the number 12.467/by 2025, and are part of the set of actions of the Federal tax to raise revenue, and to strengthen accountability.
In spite of the apparent neutrality of the technique, they awaken a concern for legal, financial, and operational, in particular in the business sector, and investors. In the following, we will highlight the main points of the measures that have been implemented.
The increase in the financial operations tax (IOF-Credit that have a direct impact on the cost of the business
One of the most significant changes has been the dramatic increase in the rate of HBS over the operations of the credit for the following companies:
From 1.88% in the year (the maximum for the 3,95% for the year
(0,95% fixed + 0,0082% of the day)
0.88% to 1.95% at the year –
Cooperative entity of the credit shall be subject to such as joint ventures, when they exceed the threshold of$ 100 million a year, and in promoting greater equality of competition.
In addition to this, there was a regulation to express the operations of the supply, advance package, and a risk for withdrawal) as a loan operations that are subject to the IOF, in spite of the divergence in the understanding of the internal Revenue service (the Solution COSIT no. 9/2016) and CARF, creating a controversy over the possible violation of the principle of legality.
HBS-Exchange unified messaging and the increase in the rates of
All currency exchange operations have undergone important additions:
the Rate increased from 1.1% to 3.5%
the New tax rate is unified by 3.5% to the sky for the progressive reduction in the planned until 2028
will be assessed a 3.5% (previously, the tax rate is zero)
, Now is subject to the IOF 3.5%
These measures seek to correct the distortions, to discourage the practices of tax evasion and reduce the volatility of exchange rates, even though they may discourage the entry of foreign capital.
HBS-Secured: focus on the high net worth and private pension funds
For pension plans in private coverage for survival, such as the product INVENTORIES, will now be taxed with a rate of 5% on the monthly allocations in excess of$ 50 billion, yet it spread among the different insurance companies.
The aim is to avoid the use of policy as a tool of investment in high-income and low taxes, while preserving the exemptions for the taxpayer for the purpose to the social security needs.
Duration:
The changes went into effect on the 23rd of may, in the year 2025, with the exception of the operations in the package, and the risk for withdrawal, you shall be subject to as from the 1st of June, in the year 2025.
As the TM is Associated with can help you with?
Our team works with great excellence in its advisory, legal, tax firms and investors by offering:
Get in touch with us and rely on our support to get through this new stage, with the security and it strategy.
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The measures of the Balance sheet, the new package from the Federal Government to introduce measures which seek to expand storage, and to strengthen the tax justice
Against the backdrop of the tax as well as challenging the goal, to clear the deficit in the primary by the year 2025, the Federal Government has announced a robust set of measures focused on the balance sheet. of The actions include adjustments to the financial operations tax (IOF, a review of the tax benefits, the new issues of the fiscal and the streamlining of the financial system with the potential to arrecadatório is estimated at$ 41 billion by 2026.
In the following, we will highlight the major changes that could have an impact directly to taxpayers, businesses, and investors.
Major enhancements and Changes to the Taxation of
1. Taxation of Betting, and Electronic (BETs)
What are the changes: an Increase in the taxes on online sports betting (the so-called BETs).
Impact: the Industry before the under-taxed, will be more significant on the revenue of the federal government.
2. Standardization of Tax in the Financial System
What are the changes:
Impact: The extent to strengthen the tax justice, and seeks to avoid the aggressive strategies of avoidance by large financial institutions and accredited investors.
3. Business Criptoativos
What is changing: The government launches a system for taxation of digital assets (ex. criptomoedas).
Impact Expands, and forms the tax base of an industry is expanding rapidly and with little oversight.
4. The tax rate of the minimum on the FDICs of Funds for Investment in receivables)
The one that changes, and that the Establishment of the ADOPTED minimum for operation with the FDICs.
Impact: it Corrects the distortions in the favorable treatment of such funds, which are traditionally used by large corporations.
5. PEC-of-a Review of the Benefits of deferred Tax assets
What are the changes:
Impact: The extent to redistribute the tax burden, thus increasing the burden on the sectors are now favored and the fostering of an environment that is more equitable.
Other measures to Reduce the Tax Spot
Even though the pack has a focus on arrecadatório, the Government has also announced measures to reduce taxes on sectors of strategic interest, such as:
These measures are intended to stimulate the credit for the productive, and the influx of foreign capital, and in compliance with the goals and objectives of the stability and growth of the economy.
As the TM is Associated with can help you with your business?
Our team is ready to offer you:
Please contact us in order to understand how to protect their operation, in the face of these changes.
Newsletter | MAY 2025
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
ETJSC recognize the succession of a member of the debt of the company is terminated by the voluntary winding-up alerts you to important corporate restructuring
The Court of Justice of Santa Catarina (TJSC) recognized in the decision of the Fourth board of the company Law, the liability of the former owner of the company is terminated by the voluntary winding-up in accordance with article 1.003, sole paragraph, of the Civil Code. The board found that there was a succession of the business, even with the abolition of formal legal entity.
Understand the nature of the case:
The discussion took the form of a company, the debt was extinguished by a voluntary winding-up, that is, without any petition in bankruptcy or judicial liquidation, and that the attempt of the creditors that he has an ex-partner for the debts remaining.
In the opinion of the first degree, was liquidated in the process, on the basis of the absence of liability of a partner for the debt of the company. However, the TJSC reformed the decision-making by recognizing that the extinction of the voluntary does not mean that all the members of your liability company, when the established continuity of the company’s business in its own name or through another subsidiary.
The decision of the court: the improvement of the scope of the liability
The reporter, mr. Luiz Zanelato, pointed out that “If the company is wound up, but it’s an activity that is continued by the partners or a third-party account, there is a succession of the business and, therefore, it is the heritage of the people responsible can be held liable for the obligations of the former.”
The decision of the TJSC is of particular importance to the operations of a corporate reorganization, liquidation, voluntary, and the closure of companies with liabilities that are outstanding.
The implications for the reorganization of business:
The former indicates the increased focus on the process of the extinction of the companies, especially when you:
Staying in debt is not paid in full at the time of the settlement,
The company’s activity is kept up by the ex-owners, either directly or indirectly,
There is a continuum of clients, assets or operational structure, and establishing the succession.
In the case-law, it was reaffirmed that the way to extinction, it does not eliminate the risk of the liability of the partners, especially if there is evidence of abuse, and fraud of creditors, or the continuity in disguise for the business.
As for the TM Members can assist you?
Our team of advisory and corporate governance that is able to provide you with technical support, and policy:
a legal Analysis of the winding up and dissolution of companies;
the Mitigation of the risks, restructuring and corporate reorganization;
structure or property which may be lawful on the basis of law and jurisprudence, and the present.
The decisions of business requires a legal technician. You can count on the TM Members to ensure the peace, and in compliance with your strategic moves.
Litigation
The race for the Brand’s “I’m Still Here” at the INPI (
Subject: Name of the film is the winner of the academy award-it has been the subject of dispute, at the INPI
The expression, “I’m Still Here,” he consecrated for the film, which won the academy award for Best International Film by the year 2025, it has become the center of a major dispute at the National Institute of Industrial Property (INPI). The dispute is between two parties, of profiles with very different to a traditional producer, Videofilmes, a reference in the audio-visual sector in brazil, and the lawyer Jean-Paul, Gaia, Born from Maceió (AL), which is active in the agency as art and marketing.
The legal battle centers around the title, and the right to the exclusive use of the phrase as a trademark in the industries are different, but with the possible to the intersection of the public and the scope of culture.
The Position of the Producer
In August, 2024, the Videofilmes — founded by directors Walter Salles and João Moreira Salles — filed the application for registration of the trademark “I’m Still Here”, in BRAZIL, in relation to the production of the film is based on the memoir by Marcelo Rubens Paiva. The company argues that the brand has a strong load-symbolic identification with the video project, has been in use since the early stages of production.
The Position is in the Office
A few months later, the lawyer, Jean-Paul, Gaia, Born filed the application for registration of the same mark, but for the use of services of the agency and the artistic advertising and marketing. He maintained that the mark has applicability to a legitimate within the context of their professional activity, as distinct from the activity of audiovisual Videofilmes.
The opposition to the Formal and the Application must be submitted to INPI
The double drove in the Videofilmes to show opposition to the administrative-formal, in February, in the year 2025, a few days before the Oscars. This way, the process is entered at the stage of technical analysis, which can last up to 15 months, according to the average period provided for objection procedures marcária in Brazil.
During this period, but none of the applications can be approved in a final, therefore it is necessary to wait for a decision-making technique for the definition of the title and the scope of its use.
What’s at stake?
The decision by the patent office, will be crucial to determine the following:
One who may be able to exploit commercially, for the brand’s “I’m Still Here.”;
In which industries is the name you can be used,
and If there will be a space for the co-existence of a regulated, or if one of the parties may be able to get the exclusive.
The case draws the attention of not only the context of the international recognition of that work, as well as for the reflections, which may result in further action involving the tags related to cultural production. The decision by the patent office will be instrumental in defining the boundaries of the record, the technical mark and it is the use of the symbolic derivative of works of art, marking a point of tension between the two worlds of art and business law.
Labor
CREDIT TO THE CREDIT OF THE EMPLOYEE: A NEW TYPE OF LOAN WITH THE GUARANTEE OF THE GOVERNMENTAL PROCESS IS REGULATED BY THE FEDERAL GOVERNMENT
The federal government has officially launched on the 21st day of march, in the year 2025, the program for the Credit of the Employee, which was established by the Provisional Measure no. 1.292/by 2025, creating a form of a loan guaranteed-facing employees with a registered employee. This initiative allows you to use up to 10% of the outstanding amount of the SEVERANCE, and 100% of the fines as collateral to obtain the loan, with the aim of increasing access to finance and reduce the rate of interest charged by the financial institution.
The loan can be made online, via the app, Portfolio of Work in the Digital or the authorized banks, which gives more convenience to the employee form. The amounts will be deducted directly from the payroll system, in compliance with the out-of-the 35% of your monthly earnings.
In the event of a termination of employment without cause, the bank will be able to make use of the warranty, from the GOVERNMENTAL to pay off the outstanding balance of the loan, providing greater security for financial institutions to reduce the risk of non-payment. As a result, the workers can have access to lines of credit with interest rates lower than what is on the personal loan to conventional.
However, with the accession of credit, loans with a guarantee of SEVERANCE impose other obligations which are relevant for the business. On the basis of data from financial institutions or, at the intersection of information, do eSocial, the company may be notified in writing that the employee was hired credit loans, with the use of the SEVERANCE Future.
It requires you to register for the event, the “SEVERANCE Future,” the eSocial, as well as the pick-up, via the tab to the SEVERANCE of the Digital, of the shares related to the repayment of the loan. The failure or delay of such obligations may result in a fine for the breach of an obligation than an accessory-and the penalties for lack of payment of the SEVERANCE.
In this way, it is imperative that companies look for the portal to SEVERANCE a Digital scan data with your staff, upgrade to the eSocial according to the guidelines, and make payments to the 20th day of the month subsequent to the competence of avoiding tax assessments, and operational losses.
CONCLUSION
On the program, the government creates new legal obligations for companies requiring special attention in the areas of human resources, bookkeeping, accounting, and legal and labor.
Its right on the eSocial collection via the SEVERANCE of the Digital and the processing of data are the fundamental measures to ensure the compliance with the law and avoid penalties. The continuous monitoring of the contracts entered into by the employees, and the adoption of best operating practices, they have become so essential to the effective management of this new situation.out!
Tax
Pbps no 16/2025 and 63/2025: Stay up to date on the major bills that will have an impact on the current scenario of the Tax Reform
With the passage of the Constitutional Amendment 132/2023, in December 2023, Brazil, moves to a new way of consumption taxes. The proposal replaces the tax-traditional – ICMS, ISS, PIS, COFINS, and part of the early childhood intervention for three of the new Tax, the Goods and Services (LBS), the Contribution of Goods and Services (CBS), and the duty Selection (S).
Even though the model is in the process of being regulated, there are still some doubts regarding the manner of the impact of the new tax, in particular, on the basis of the calculation, and the system of credit. Against this backdrop, get spotlight Projects by the Law Supplement (Pbps) no 16/2025, and no 63/2025, which brings significant advances to these settings.
The PLP no. 16/2025: the Highest specification on the basis of the calculation
The PLP no. 16/2025 aims to dispel the distortions are related to the composition of the basis for the calculation of the new tax. Although the EC number 132/2023 already provides for the calculation of out-of IBS and CBS, questions have arisen as to the inclusion of the ICMS, ISS is regularly on the bases, and vice-versa.
The proposed changes to the Law, Kandir, and the Complementary Law no. 214/2025 to make it clear to you that:
To eliminate the overlapping of taxes, the project enhances the transparency of the tax, thereby preventing practices that increase, artificially, the tax burden – as was the case with the model in the VAT, which has concealed the actual amount of the tax to the consumer. To the extent that is essential for the consistency and predictability of the system.
The current status of the procedure:
The PLP no. 63/2025 Balance for the family?
The service sector tends to be one of the most affected by the new tax. In spite of the promise of the non-cumulative nature, our service providers, in general, to carry out a few purchases subject to credit, which would result in tax increases proportionately higher.
In order to mitigate this effect, the PLP no. 63/2025 proposes the extension of credit is assumed to 60% of the rate of the guard for the providers of those services. The measure is designed to ensure the greatest protection of all sectors of the economy, balancing the rules for the calculation of the contribution.
Whereas, the service sector accounts for nearly 70% of the national GDP, and it is relevant to generate employment, the approval of the project, it is considered to be of strategic importance to the competitiveness and sustainability of the industry.
The current status of the procedure:
As the TM is Associated with can help you with?
The TM is Associated with active, strategic advisory services, legal, tax to their customers, by offering:
We’ll be happy to assist your company in the process of transition, and the adequacy of the tax.
Newsletter | APRIL 2025
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
The exclusion from the Estate of the Framework for Corporate governance: Decision-making in the RT increases the Need for CeleridadMunicipalities are not allowed to fix in advance the basis for the calculation of the due when a value of the reference security to the holdings and transactions in associated companies”.
In the high Court of Justice high court of justice, by means of a decision, which determined the Theme of the Repetitive 1.113, he decided, in the sense that municipalities may not be the arbiter in advance on the basis of the calculation of the due when a Tax On the transfer of Immovable Property based on the value of the reference to unilaterally established to strengthen the legal certainty of the tax payers in corporate transactions involving the payment for the goods.
Understand the nature of the case:
It was Luana caetano Veloso Gonçalves, Stick to the Farms and the Public in Itapirapuã (GO), we applied this understanding to the judge for a writ of mandamus brought by a holding company. The company had sought the recognition of the immunity from taxation in the creation of the four buildings (one rural and three urban’) to the company’s share capital, with locations in Matrinchã, Goiânia, brazil, and non-indian, in the state of Goiás.
On request, the administrative Department of Finance of the City of Matrinchã, the holding company pleads immunity due when scheduled for this kind of operation. However, the city is rated one of the buildings, and of a rural nature, at more than$ 8.6 million and has provided only a partial immunity, requiring the levy of income tax on the difference between the assessed value and the face value of the share capital.
In addition to this, the ministry of Finance has denied the grant of immunity, on the grounds that the holding company that operated mainly in the real estate sector, which, in their opinion, as well to the benefit of the tax.
The decision of the court: legal security to the present balance:
When you examine the merits of the magistrada has rejected the thesis of a municipal council, with immunity from the tax provided for in the Constitution for the creation of social capital, it is the unconditioned, is not subject to the verification of the economic activity of the key contributors in the business.
She also insisted on the use of the reference value and the aggregate one-sidedly by the tax administration, which is contrary to the understanding of the supreme court of justice, the Theme of 1.113.
“As I have said, in the case of a paid-in capital stock, the immunity that is unconditional, is not subject to the verification of the qualification, if the operating activities important for the company to be formed, for the most part, from the revenue arising from the activities of real estaterecorded in the magistrada.
The implications for estate planning and corporate reorganization:
The decision represents an important precedent for holding companies, and companies that conduct estate planning and involving the property. She says:
As for the TM Members can assist you?
Our team is advisory and tax are ready to provide strategic support at:
The safety and security of legal operations, is one of the pillars for the sustainability of the business. Talk to the TM is Associated with, and to ensure the correct application of the law to your strategies in the balance sheet and the company.
Litigation
Divorce and its Impact on Business
Topic: ‘what’s going on with the business in the divorce?’
A decree of divorce, in addition to the affect you emotionally involved, there may be significant spillover effects on asset, especially when there is a family-owned company in the heart of the relationship. How this will be handled will depend mainly on the regime of the goods will be adopted for the wedding, as well as the existence (or not) of the planning instruments of the legal and binding.
Property Regimes and their impact on the Structure
The way that the assets will be divided in a divorce, it is directly related to the property regime chosen by the couple at the time of the marriage. When it comes to corporate interests, this is the choice you can determine the future of the company, including the continuation or dissolution. Check out the main reflection of each of the board:
That is the legal standard for when there is a covenant antenupcial. In it, are part of the shared heritage:
Please note: a spouse is entitled to apply for the 50% of the economic value of the shares, without even include the formally in the corporate structure. The holding company may be unique, but it is the ownership of the economic that is shareable.
All-things — past, present, and future, are considered to be common to both the couple and, subject to certain exceptions, legal (for example: the inheritance subject to the incommunicability). These include the following:
Enterprise risk high: In the event of a separation, litigation, then the whole company, you may be subject to sharing, creating uncertainty in the governance and to the rest of the members.
In this regime, each spouse retains full autonomy with regard to their heritage to the individual, including the shares, or the shares in the business. Only the assets registered in the name of, both of which are shareable.
A high-protection-corporate: is Ideal for those of you who are an entrepreneur, or is part of the companies business, especially family members. Prevents the team from external interferences on the grounds of the divorce.
The hybrid model, and little-used. During the wedding, there is a separation of property. In a divorce, share, if the goods against acquired by one of the spouses in the course of the european union.
Note: The rules of sharing are similar to those of the communion in part, by requiring the same level of attention to the protection of the corporate.
Preventative measures: How do you Protect your Business
1. Compact Antenupcial
It is the first instrument of protection. It allows you to choose which arrangements of goods, the most suitable for the bed and the reality of the business world, being indispensable to every one in the communion of the universal, or separation of goods.
2. The agreement of the Members Clauses
The companies may provide in its articles of association or by agreement of the partners, the provisions that:
3. The Family Holding Company
The creation of a holding company to focus on the assets and equity interests can help to facilitate the management of assets, and set up barriers to the entry of any third party on the company.
Recommendations for Entrepreneurs
To educate the members, and family members about estate planning and wealth: this is to avoid any unpleasant surprises.
Filing it all: marriage, partnership, agreement of the company. Avoid relying solely on the word.
Periodically review the instruments of the company and the contract, especially if there are changes in the family.
Seek legal counsel on preventive, including the drafting prenuptial agreements customized to your needs.
In the case of separation, to avoid emotional decisions quickly. in A mediation is well-managed, can preserve the business and the family.
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Labor
A doctor’s note the next holiday, and the Application of the ‘Just Cause’
With the approach of the holidays, is a question common to turn on the light: an employee who presents a medical certificate, amending the holidays can be dismissed for a just cause?
What does the Law say?
The Consolidation of Labor Laws (CLT) establishes the hypotheses of the cause in the art. 482, in an act of misconduct (paragraph (a), the bad and the ugly the procedure (sub-paragraph (b). However, the simple fact that you provide a letter from the near to the holiday, by itself, does not constitute gross negligence.
The use of a medical certificate from a doctor is a right of the worker, provided that the document is compliant with the requirements of the law: that is issued by a qualified professional, with the identification and the period of separation makes sense.
When there is a risk that a fair question?
The risk is there when it is proven the falsity of the affidavit or bad faith on the part of the employee, such as, for example:
In these cases, the company may take disciplinary action, up to and including the cause, from that record, and proof of the facts.
As the employer, should it be done?
The presentation of a doctor’s note the next holiday does not constitute, by itself, grounds for dismissal for just cause. However, fraud and / or abuse may be justified in the more severe measures.
The well-established case law, the peaceful to protect the worker, who has the certificate is not valid. However, the courts have confirmed the cause in proven cases of bad faith, such as the use of false documents, or drills.
Note: for each situation requires analysis, always with the support of legal and preventive actions.
In summary, although the use of medical closer to the holidays, waking with natural suspicion, it is imperative for the employer to adopt a stance of cautious and based on the evidence before you apply the penalties for doing so. The cause, by their exceptional character, requires a proof, rugged, willful misconduct or fraudulent on the part of the employee.
For this reason, the recommendation is clear: it is to accept and sign the certification, but to also keep an eye on the case as repeat offenders or suspects. If you are not sure, look with care, and support of the legal department before any other action. In the prevention and in the documentation are always of the best ways to reduce the risk of labor!
Tax
The update of the Table of the income tax on the of may in the year 2025
The Federal Government has released on the 14th of April, the Provisional Measure nº 1294/in 2025, by updating the table of monthly Tax on Income of individuals (income tax), with an effective date of may 1, 2025. However, this was not the first attempt to update the table. Before that, the MP nº 1.171/2023, dated as of April 30, 2023, there were proposed changes in relevant tax, national and international, especially for individuals with foreign investments.
Based on the new value of the minimum wage (R$ 1.518, the range of the exemption was set to up to$ 3.036 on a monthly basis. This is in order to cover a larger share of workers in low-income exemption for on the GO.
The new table?
From the 1st of may, in the year 2025, shall be in force with the new incremental schedule is as follows:
It remains valid for a deduction on the mobile version of the R$ 607,20 for those who opt for the systematics of the discount provided. With this, those who earn up to$ 3.036 monthly to remain free, despite being nominally in the range of taxable.
And what could change in 2026?
The Federal Government will also be sent to the Chamber of Deputies bill no. 1.087/by 2025, which will increase the range of the exemption on the GO for up to$ 5,000 per month to and from 2026 onwards.
However, the text is still in the process, it also provides a compensation for the tax by increasing the tax rates applicable to the taxpayer’s annual income more than$ 600 billion, bringing you an estimate of additional taxation of high incomes.
As the TM is Associated with can help you with?
The team is a tax on the TM Associates is prepared to provide assistance to individuals in the proper interpretation and application of the new rules from the table of corporate Income Tax, with a focus on tax planning, optimization, and of the deductions, and the legal and the prevention of the proceedings.
If you want to understand how these changes have an impact on your reality, tax, or your company, contact us to schedule a personal meeting.
Fit SINIEF 02/2025: Taxpayers Should Save the XML for the 11-Year-old?
With the recent release of a Fit SINIEF no 02/2025, professionals, and companies to have played, so as to be mistaken, and that the taxpayer would be required to store the XML file of the Electronic Fiscal Documents (DF-h) for a period of 11 years.
This interpretation, however, does not correspond to what actually it is the norm. With a commitment to promote legal certainty and clarity, the technique, the TM is Associated with it is clarified in the next edition of the Newsletter for the Tax, and the main features of the new setting, and to clarify the duties of the ones on the fiscal responsibilities to be assigned to the cost objects.
What has changed is the Setting SINIEF 02/2025?
The Setting SINIEF no 02/2025, which was published in April 16, provides a framework for the governance of data in electronic tax in Brazil. The standard default is the minimum of 132 months (11 years old), so that the XML files of the Electronic Fiscal Documents (DF)-(e) are to be kept in the digital environment from the internal Revenue service, the States and the Federal District.
This guideline covers the NF-e, CT-e, MDF-e, NFC-e, BP -, and NF3e, CT and GTV-and DC-and NFCom, consolidating its position in the political purge of the long-term data by the tax authorities.
What does this mean in practice?
The Fiscos: the Setting clears the clean up (‘dirty’) in your data center by removing the tax documents of old, to optimize performance, reduce operating costs and to free up space on the basis that it is already exceeding petabytes (101⁵ bytes) of storage.
And the subject? No change, as a general rule of art. 173 CTN is still in effect, setting a time limit of 5 years for the care and custody of the DF, the first day of the fiscal year following that in which the release could have been done.
For the period of 11 years in government systems?
Despite the fact that taxpayers will not be required to keep the document for 5 years, and the Revenue, and the united States remain the Xml for 11 years, for the purpose of verification, audit, and is a repository of history. After this period, the data can be deleted in the same way as the documents are to be destroyed, after winning the legal term.
This new rule is also in line with the practices of sustainability in the digital economy, by reducing the energy consumption and the use of the infrastructure is very costly.
What you need to know about?
As the TM is Associated with can help you with?
Our team of tax that is ready to assist your company, in the structure of the internal politics of the archive, and review of risks to the fiscal
Newsletter | MARCH 2025
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
The exclusion from the Estate of the Framework for Corporate governance: Decision-making in the são paulo Reinforces the Need for Speed in a Business Succession
A succession of members, requires strategic planning and due diligence to ensure business continuity and to avoid legal risks. Most recently, 1st. the Chamber Reserved for the Corporate Law of the Court of Justice of São Paulo (são paulo), the decision regarding a case in point of the deletion of the estate of the corporate structure, providing important insights for managers.
Understand the nature of the case,
In the case of Abuse of the Instrument, no. 2306952-48.2024.8.26.0000, the RT was evaluated with the exclusion of a collection for more than 30 months of his tenure in the company. The agreement provided for the admission of the heirs, as the members were subjected to the action of the members left. On top of that, the company expressed its lack of interest in the residence of the successors of the member is deceased, acting on its inclusion.
However, the court suspended the effect of the resolution on the grounds that, for a long period of time, the company would have agreed to what the estate of the deceased in the corporate structure. During this time, the collection has exercised rights of the typical membership, participated in the meeting and to have received the information strategy, which stressed the theme of acceptance is implied.
The impact of the legal and business
The RT believes that, in the face of the long-term for the collection, deletion, you should see the formal investigation procedure laid down in article 1.085 of the Civil Code, ensuring that the broad right to a defence, and in compliance with the legal requirements. The case asserts that the delay in the onset of the members can be unwanted side effects, making it impractical for a shutdown, simplified.
The decision highlights the need for speed to the decision of whether or not they are of the past in order to avoid this kind of situation. If the company does not want to stay in the heirs to the corporate structure, you should take immediate action to document formally, its position and making sure that the deletion process is carried out with the safety requirements of legal certainty.
Recommendations in order to mitigate the risks
To avoid that the weight would stay the unintended successors spammers, it is recommended that the social contracts provide for a specific restrictions on the entry of heirs, such as partners, and when that is the intent of the founding fathers. In addition, you must comply with the following points:
As for the TM Members can assist you?
Our team of experts is prepared to assist businesses in the design of the succession to the company and the implementation of effective mechanisms to mitigate the risk of legal.
We can support you in:
Proper estate planning ensures the stability of your business, and avoid unnecessary disputes. Get in touch with the TM is Associated with, and rely on our expertise to guide the process to safely, effectively and efficiently.
Litigation
The Importance of the Registration of the Trademark.
The branding and the name of the company, are valuable assets that make your products and services on the market. However, without the proper registration of your brand name you can be open to the copies of law, unfair competition law, and even to court cases. The registration of a trademark is an important step to ensure the uniqueness of use, and to ensure the protection of your business.
What is a brand?
A trade mark is a sign which identifies a product or service and differentiates you from your competitors. It can be composed with words, images, symbols, or any combination of these elements. According to the Law, the Industrial Property law (Law no. 9.279/96), a trademark gives the owner the exclusive right to use all over the country.
Why should I register my brand?
Trademark registration provides a number of benefits, including:
In the process of the registration of the trademark
The application for registration of a trademark in Brazil is expected to be made next to the National Institute of Industrial Property (INPI), and there are a few simple steps:
Before making a request to the registry, it is essential to check whether the desired mark is already registered or if there is anything similar that might cause a hindrance. This can be done directly on the website of the conservatives, or with the help of an expert.
The protocol of the Request in
the Case of the research, indicate the feasibility study, the next step is to file the application for registration, the trademark office. In the process, including the choice of the classification of the brand, according to the Nice Classification, in addition to the payment of the application fees.
intellectual checks to see if the request meets legal requirements and to examine whether or not the trademark is to be registered, taking into account criteria such as distinctiveness and the lack of conflict with existing trademarks.
approved the formal examination, the application shall be published in the Journal of intellectual Property (RPI), the time during which a third party may lodge an opposition to the registration within a period of 60 days.
If there is no opposition, or if the company is able to fight it successfully, the pto granted the registration and issue the certificate of ownership of a trademark is valid for 10 years, renewable for successive terms.
How to have a trademark registration successful
As the TM is Associated with can help you with?
The TM Associates, we provide full assistance to make sure that your brand is protected. Our team will assists you from the feasibility study up to the award of the record, including the defense in the case of the opposition, and the court.
Don’t let your brand be vulnerable! Get in touch with us, and to protect your most valuable assets.
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Labor
SUPREME court: THE Carmen Lucia cassa TRT deny employment
The Minister of the Supreme Federal Court (STF) (STF), Carmen, Lucia, ruled in favour of a constitutional complaint lodged by the company in the forestry sector, which is challenging the decision made by the Regional Labor Court for the 9th circuit (TRT-9). In the said judgment, he had recognized the existence of an employment relationship between a director and the company, on the basis on the grounds that it would have been a fraud on the outsourcing of the provision of services to you.
The Fourth group of the Regional Labor Court of the 9th in the Region based their decision on the basis of the principle of the primacy of reality, which states that, in relation to employment, it is necessary to consider the reality of the facts, at the expense of a formal document. Thus, after a review of the evidence and a witness, the Court for Labor ruled that the provision of the service was personal, continuous, and subordinate to, the requirements defined in the employment relationship, which is why it has determined for the annulment of the contract for the provision of services entered into by and between the parties to it. In light of this decision, to be timber company filed an appeal to the SUPREME court, seeking to reform.
During the course of his judgment, the Carmen Lucia started the TRT-9, thus reinforcing the understanding of the legal outsourcing, also in relation to the activities of the company, subject to compliance with the principles of the constitution and the rights of workers. This decision re-affirms the possibility of the employment of sub-contractors for the implementation of the core activities of the business, strengthening the interpretation that the outsourcing does not constitute, by itself, a breach of the legislation in the labor market, provided they met all the regulatory requirements, and ensured the protection of workers involved in the provision of services to you.
The decisions of this nature to provide greater legal certainty for businesses and workers, and thus differing interpretations, which may lead to uncertainty in the market and work in the judicial branch.
CONCLUSION:
In view of the above it is evident that the decision of the Carmen Lúcia the SUPREME court has a significant impact on their business, it reinforces the legality of outsourcing, including activities, end-to-end, subject to the respect of the rights of the workers. It provides greater legal certainty in the application of this model to the hiring, reducing the risk of any labor claims are based on the assumption of automatic controls.
For businesses, this is the placement that minimizes the uncertainties about your company, and you might want to encourage a greater flexibility in the management of the workforce, and ensuring that contracts are entered into with the providers of the service are met. In addition to this, the decision to reduce the justiciability of the case, providing a more predictable environment for the labour market, in particular in relation to the outsourcing, and the legal status.
Tax
Program Revenues Harmony: A New type of Relationship with the Taxpayer
The Federal Revenue of Brazil (RFB) has launched the Program on the Recipe Page, in a groundbreaking initiative aimed at the prevention of disputes with the tax and incentive to compliance with tax and customs duty. Published by means of the Decree RFB no. 467/2024, this approach represents a key milestone in the modernisation of the tax administration, while promoting increased certainty and transparency and dialogue with the tax authorities and tax-payers.
What is the Program of the Recipe the same page?
The Program is Revenue-Harmony is designed to encourage good practice on tax and offer a different approach to the taxpayers who meet the criteria for conformity set. In this way, the internal Revenue service seeks to reduce the litigation, tax, and provide mechanisms to avoid tax assessments, and to minimize the imposition of penalties and interest on salary.
The proposal is part of the model is in compliance, the tax was recommended by the Organization for Economic Cooperation and Development (OECD), which encourages the relationship further collaboration between the fiscos, and the tax-payers. Countries such as the United Kingdom, Australia, and Chile are already implementing similar systems, which are based on the credit of tax compliance.
The pillars of the Program
The Tune is based on the following principles:
They were created by programs for the preparation of the a-pillar to the compliance of the RFB:
What are the changes to the industry?
The contributors, who have a high rate of compliance to be able to take advantage of the significant benefits can be achieved in the operations carried out in the context of tax reform, such as:
In addition, the program fosters a culture of autorregularização, and encouraging the companies to correct for any differences in tax and without the need for audits and assessments.
As the TM is Associated with can help you with?
The team is a tax on the TM Members are ready to focus their company on the adequacy of the criteria for the Programme on the Recipe Page, ensuring that the frame right under the guidelines of the internal Revenue service by assisting in the prevention of risks in the financial statements.
If your company would like to better understand the impact of this new regulation, and how to be prepared in order to maximize your benefits, please contact us to schedule a personal meeting.
Newsletter | FEBRUARY 2025
Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩
Advisory
Digital law, and the Protection of the Business in a Virtual Environment
With the advancement of technology and the increasing use of the internet brought many facilities for the business, but also legal challenges to be significant, especially in relation to data protection, regulatory compliance, and cyber security. To the Right of the Digital appears, as a branch and is essential in order to regulate, and protect their business operations in a virtual environment.
To understand the context
The Digital Law encompasses the rules and regulations that govern the use of the internet and digital media, providing greater legal certainty for businesses. With the rise of cyber attacks and information leakage, sensitive, it is essential for the implementation of preventive measures, and to comply with the legislation in force.
In Brazil, the three fundamental laws of shape in this picture:
Impact on businesses
Compliance with the standards of the Right to Digital, it is essential in order to mitigate the risks and to avoid the penalties for doing so. The companies that deal in data, the customer must ensure the safety and security of the information, and to implement privacy policies and to adopt the best practices of governance in the digital world. In addition, failure to comply with the LGPD, can result in significant fines and reputational damage.
The other challenge faced by the business include the following:
As for the TM Members can assist you?
Our team is an advisory is ready to help you and your business with the adaptation of the LGPD, and in the preparation of procurement of electronic insurance policies.
In addition, we assist companies in the revision and adaptation of these terms of use, privacy policy, and procedures, regulatory compliance, digital, ensuring that you are complying with the regulations in recent years.
Follow us for trends, and the regulations of the Law on Digital, and help protect your business from legal risks.
Get in touch with the TM is Associated with, and ensure compliance and protect your business in the digital world.
Litigation
The reform of the Civil Code for the Project of the Law on 4/25.
With our commitment to keep you informed about all major updates to legislation that has an impact on the environment is a legal business and we have a major milestone: the closing of the passage of the new Civil Code.
On Friday, the 31st of January, has been filed in the Senate, and the bill, 4/25, as the result of a preliminary draft drawn up by a committee of lawyers presided over by the prime minister of the federal supreme court, Luis Felipe Salomão. This move marks the beginning of a new stage in the discussion, and the improvement of the civil legislation in brazil.
The proposal aims to modernize and adjust to the civil legislation to the new realities of the social and technological progress.
What it says on the bill?
The draft Law introduces significant changes in several areas in civil law. Among the most important changes include:
1. Digital law and Accountability on the Internet
2. The application of a Fixed rate of Interest for the Debts of the Civil
What are the changes? It is proposed that the application of the interest rate of 1% per month for speeds of civilians without a fee has been agreed, in contrast to the recent Law 14.905/24, which uses the Selic interest rate minus the CPI.
Recommended action: to re-evaluate standard contractual clauses and the restructuring of debts to prevent financial impact of the adverse.
3. Compensation for pain and suffering
of what is changing? The design establishes the criteria for the fixing of compensation of the amounts, taking into account the impact on the lives of the victims and the possibility of reversing the damage.
Recommended action: that Companies need to adapt their practices and regulatory compliance, and enhance internal policies for the management of risk in order to mitigate any potential liabilities, labor, and consumeristas.
5. The right to self-denial and Desindexação
what are The changes? Proposed to guarantee the right to request removal of content that violates the fundamental rights directly on the websites of origin, and provides for the desindexação in the online search on a specific matter. However, experts point out that such actions may conflict with the decisions of the SUPREME court on the subject[2].
Recommended action: individuals and Companies must review their strategies for managing their digital reputation, and to take preventive measures to protect the image online. In addition to this, it is essential to monitor court decisions, to ensure compliance with any new re-interpretations of the law.
4. The Family law and its Impact on the Companies,
what has changed? The project also proposes significant changes to the law of inheritance and property. It excludes the spouse of the group, the heirs are required, which had a direct impact on the succession to the legitimate and to reinforce the importance of estate planning. In addition, it allows for the unilateral divorce at a notary’s office, making the process as quick and unbureaucratic. Another change that is relevant with respect to the share of the property, including the use of quotas by the business are acquired prior to the marriage, contrary to the understanding of the supreme court of justice. These changes are leading to a greater need for evaluation of the schemes of the goods and of the heritage structures to ensure greater legal certainty.
Recommended action: business owners should review their plans of succession to ensure the protection of wealth, and to avoid disputes.
5. The recognition of Animals as Sentient Beings
change? The project provides for a legal status especially for those with pets, seeing them as sentient beings, or to be able to feel pain and emotions, and by ensuring that they are protected by law of its own.
Recommended action: the Companies in the sector of agriculture and livestock, pet stores, and other businesses should review their practices to ensure compliance with the new law.
Attention to detail
With the passage of bill no. 4/25 is still at an initial stage in the conference, which means that changes can be made to the text prior to your final approval. Businesses should keep up with the legislative process up close, and to be prepared to adapt to the contracts, internal policies, and business strategies as well as you need to.
In order to access the full text of the PL, 4/25, please click Here
As the TM is Associated with can help you with?
The TM is Associated with, we will follow attentive to each step of this process, the legislative, and the impact that this reform will bring to our customers and business partners. Our team is at your disposal for further information and preventive strategies in the face of possible changes in the law.
[1] Art. 19. In order to ensure the freedom of expression, and to prevent the public, the provider, the web applications will only be able to be held legally liable for damages resulting from the content generated by a third party and if, after a specific court order, you do not move in the direction of, to, under and pursuant to the technical limitations of the service, and within the time limit set forth, to make it unavailable, and the content is deemed infringing, subject to any statutory provisions to the contrary. (…)
[2] https://www.migalhas.com.br/quentes/340215/stf-nao-existe-direito-ao-esquecimento-na-area-civel
Labor
Update on the delivery note-6: the New Rules for the Certification of personal Protective Equipment (PPE)
The Decree 57, published on the 16th of January in the year 2025, the Ministry of Labour and Employment, has a Regulatory Standard nr 6 and NR-6), which is responsible for regulating the use of personal Protection Equipment (PPE). The main change occurs in the item 6.9.4, establishing new rules for the disposal and use of a Certificate of Approval (CA)that is given to manufacturers and importers of the equipment.
With the new version, it is determined that: “it Is not permissible to transfer the use of a CA-issued to a particular manufacturer or the importer to that of another manufacturer or the importer to use it without a subject in the ordinary course of obtaining the CA’s own.”
Such a change shall come into force on the 16th of July, in the year 2025, six months after the publication of the decree.
What does this mean in practice?
Previously, the manufacturer or importer, you could make use of a Certificate of Approval (CA)that is given to other supplier, without the need to go through the formal process of certification. This practice could lead to risks to the safety of our employees, because there was no guarantee that the new provider to meet all of the technical requirements, rules and regulations.
With the new requirement, the manufacturer and the importer must obtain a CA’s own , to the Personal protective equipment it manufactures or sells. That is, you are no longer allowed to share or re-using an AC-leased to another company. The purpose of this change is to ensure you have greater control over the quality, traceability, and safety, the equipment used by the workers.
The impacts for Manufacturers, Importers, and Employers
A new requirement has a direct impact to the different sectors involved.
Deadlines and Penalties
The Decree 57/2025 shall enter into force on the 16th of July, in the year 2025, giving you time for companies to review their processes, and to ensure compliance with the new standard.
The failure to comply with the requirements may result in administrative penalties, such as fines and confiscation of goods. In addition, employers who purchase equipment, irregular, they can also be held to account.
How your business can prepare for it?
Conclusion: get Ready for the year 2025!
The Ordinance 57/2025 seeking to eliminate the possibility of a share CA-s and adds to the quality control of your Personal protective equipment. However, the change will require attention and planning to ensure compliance with the new rule.
If you need support for the interpretation of the new requirements, or to adapt it to your operation, our team is at your disposal to answer questions, and to develop preventive strategies in the face of possible changes in the law.
Tax
DCTFWeb – the New rules of the tax for the year 2025
On February 07, 2025, and was published Normative Instruction RFB no. 2.248/by 2025, which introduced amendments to the Normative Instruction RFB no. 2.237/to 2024, by introducing new standards for the fulfilment of the obligations of subsidiary companies.
The main changes introduced by the new guidelines, that is, the extinction the definitive Statement of Debits and Credits in the Federal Tax (tax declaration () in a release KEY, which happens to be the must be replaced by the DCTFWeb, streamlining the process of reporting and opinion on the compliance with tax obligations.
This change has a significant impact on their business, as it involves the inclusion of the various federal taxes, which were previously reported in the release KEY in the tax declaration (. From the competence of January 2025, the following taxes will be accounted for exclusively by DCTFWeb:
The inclusion of this information is at the DCTFWeb will be done by means of the Modulus of the Inclusion of Taxes (MIT), a tool that will allow you to for the statement and the assessment of the tax directly to the web portal e-CAC).
The change at the time of Delivery
In addition to the requirement of the DCTFWeb, there has also been a change in the deadline for submission of the declaration, and it should be delivered by the 25th of the month following the date of the occurrence of the facts of the generator.
In exceptional cases, the time limit for submission of the declaration on the taxable events that took place in the month of January, in the year 2025, it will be postponed to the latter’s helpful for the month of march, in the year 2025.
Impact on Businesses
With this change, companies will need to:
As the TM is Associated with can help you with?
Our team of tax that is ready to help you and your company to adapt to this new requirement, while ensuring compliance and avoiding penalties.
Please contact us for an individual consultation, and will ensure that your business is up to date with the new tax rules.