Newsletter | APRIL 2025

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

Advisory

Exclusion of Estate in the Shareholding Structure: TJSP Decision Reinforces Need for Speed

“Municipalities cannot predefine the ITBI tax base using reference values: strengthened legal certainty for holding companies and corporate transactions.”

The Superior Court of Justice (STJ), through its decision on Repetitive Theme 1.113, ruled that municipalities may not unilaterally establish reference values to predefine the tax base of the ITBI (Tax on Real Estate Transfers), thereby enhancing legal certainty for taxpayers in corporate transactions involving capital contributions of real estate.

Understanding the Case:

Judge Luana Veloso Gonçalves, of the Public Treasury Court of Itapirapuã (GO), applied this understanding in ruling on a writ of mandamus filed by a holding company. The company sought recognition of tax immunity on the capital contribution of four properties (one rural and three urban) to its share capital, located in Matrinchã, Goiânia, and Aruanã, in the state of Goiás.

In an administrative request to the Municipal Finance Department of Matrinchã, the holding company requested ITBI immunity for this type of transaction. However, the municipality assessed one of the rural properties at over R$8.6 million and granted only partial immunity, requiring the tax to be paid on the difference between the assessed value and the value declared in the share capital.

Additionally, the Finance Department denied the immunity on the grounds that the holding company primarily engaged in real estate activities, which, in its view, excluded eligibility for the tax benefit.

The Court’s Ruling: Legal Certainty for Capital Contributions

In analyzing the merits, the judge rejected the municipality’s argument, emphasizing that the tax immunity provided for capital contributions in the Constitution is unconditional and not subject to assessment of the company’s main business activity.

She also stressed that the use of a unilaterally established reference value by the tax administration is contrary to the STJ’s ruling in Theme 1.113.

“As stated, in the case of capital contribution, the immunity is unconditional and is not subject to verification of whether the company’s main operational activity will be primarily comprised of revenue from real estate operations,” the judge noted.

Implications for Asset Planning and Corporate Reorganizations:

The decision sets an important precedent for holding companies and businesses conducting asset planning involving real estate. It establishes that:

• The ITBI tax base cannot be defined by a reference value unilaterally set by the municipality;
• Immunity for capital contributions is objective and not subject to analysis of the company’s business activity;
• Corporate reorganizations involving real estate transfers must be assessed based on current legislation and jurisprudence to ensure tax security and avoid undue assessments.

How Can TM Associados Help?

Our advisory and tax teams are ready to provide strategic support in:

• Asset and corporate planning with a focus on tax immunities and exemptions;
• Legal feasibility analysis of capital contributions and corporate reorganizations.

Legal certainty in your transactions is one of the pillars of business sustainability. Speak with TM Associados and ensure the proper application of jurisprudence in your asset and corporate strategies.

Litigation

Divorce and Its Impact on Companies
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Divorce, beyond its emotional toll on those involved, can have significant repercussions on wealth—especially when a family business is at the center of the relationship. The way this business will be handled depends primarily on the marital property regime adopted, as well as the existence (or lack thereof) of legal and contractual planning tools.

Property Regimes and Their Effects on Corporate Structure

The way assets are divided in a divorce is directly related to the marital property regime chosen by the couple at the time of marriage. When it comes to business interests, this choice can determine the future of the company—even its continuity or dissolution. See the main effects of each regime:

Partial Community Property

This is the default legal regime when there is no prenuptial agreement. Under it, the following are considered part of the marital assets:

• Company shares acquired during the marriage;
• Profits and dividends received during this period, even if reinvested in the business.

Attention: The spouse may claim 50% of the economic value of the shares, even without formally being listed as a shareholder. Legal ownership may be exclusive, but economic ownership is divisible.

Universal Community Property

All assets—past, present, and future—are considered common to the couple, except for legal exceptions (e.g., inheritances with incommunicability clauses). This includes:

• Companies founded before marriage;
• Interests acquired or inherited;
• Assets contributed to companies.

High business risk: In a litigious separation, the entire company may be subject to division, creating uncertainty in governance and among other shareholders.

Full Separation of Property

Under this regime, each spouse retains full autonomy over their individual property, including shares or stock in companies. Only assets registered under both names are subject to division.

High corporate protection: Ideal for those who are already business owners or shareholders—especially in family-owned businesses. It prevents external interference due to divorces.

Participation in Final Property Gains

A hybrid and rarely used model. During marriage, property remains separate. Upon divorce, only assets acquired for consideration during the union are shared.

Note: The division rules resemble those of partial community property and require the same level of attention for corporate protection.

Preventive Measures: How to Protect the Company

1. Prenuptial Agreement
   This is the first layer of protection. It allows the couple to choose the most suitable property regime for their relationship and business reality. It is essential for regimes like universal community or full separation of property.
2. Shareholders’ Agreement / Contract Clauses
   Companies may establish in their bylaws or shareholders’ agreements clauses that:
   • Prohibit transfer of shares to spouses of shareholders;
   • Establish indemnity rules in case of divorce, avoiding the entry of ex-spouses into the company;
   • Require unanimous approval for new shareholders, even in succession or division of property.
3. Family Holding Company
   Creating a holding company to concentrate assets and corporate interests can simplify asset management and establish barriers to the entry of third parties into the business.

Recommendations for Entrepreneurs

• Educate shareholders and family members on estate and succession planning to avoid unpleasant surprises.
• Formalize everything: marriage, company, shareholders’ agreement. Don’t rely solely on verbal agreements.
• Periodically review corporate documents and contracts, especially after family changes.
• Seek preventive legal advice, including tailored prenuptial agreements.
• In the event of separation, avoid emotional or hasty decisions. A well-managed mediation can preserve both the company and the family relationship.

Labor

Medical Certificates Close to Holidays and the Application of Dismissal for Cause

With the approach of holidays, a common question resurfaces: can an employee who presents a medical certificate covering a holiday period be dismissed for cause?

What Does the Law Say?

The Consolidation of Labor Laws (CLT) provides for cases of dismissal for cause in article 482, such as acts of dishonesty (item a) and misconduct (item b). However, the mere fact of presenting a certificate close to a holiday, by itself, does not constitute serious misconduct.

The use of a medical certificate is a worker’s right, provided that the document complies with legal requirements: issued by a qualified professional, with identification and a justified period of leave.

When Is There a Risk of Dismissal for Cause?

The risk exists when the falsity of the certificate or bad faith on the part of the worker is proven, such as:

• Use of forged certificates;
• Proof that the employee was engaged in another activity incompatible with medical rest (travel, parties, etc.);
• Abusive recurrence and indications of fraud in leaves of absence.

In such cases, the company may take disciplinary measures, including dismissal for cause, as long as the facts are documented and proven.

How Should the Employer Act?

• Accept the certificate and formally record the leave.
• Investigate cautiously before taking any action, respecting the right to a defense and adversarial proceedings.
• If there are suspicions, it is possible to request: a report from the company’s doctor; information from the medical licensing board (CRM); or the opening of an internal investigation.

The presentation of medical certificates close to holidays does not, by itself, justify dismissal for cause. However, fraud or abuse may justify more severe measures.

Case law is consistent in protecting the worker who presents a valid certificate. However, courts have upheld dismissal for cause in cases of proven bad faith, such as the use of false or fabricated documents.

Attention: Each situation requires individualized analysis, always with preventive legal support.

In Summary

Although the use of medical certificates close to holidays naturally raises suspicion, it is essential that the employer adopts a cautious and evidence-based approach before applying penalties. Dismissal for cause, due to its exceptional nature, requires solid proof of fraudulent or intentional misconduct on the part of the employee.

Therefore, the recommendation is clear: accept and record the certificate, but stay alert in recurring or suspicious cases. When in doubt, investigate carefully and with legal backing before taking any action. Prevention and documentation are always the best ways to avoid labor risks!

Tax

Update of the IRPF Table as of May 2025
On April 14, the Federal Government published Provisional Measure No. 1.294/2025, updating the monthly Individual Income Tax (IRPF) table, effective as of May 1, 2025. However, this was not the first attempt to update the table. Before that, Provisional Measure No. 1.171/2023, dated April 30, 2023, had already proposed significant changes in both domestic and international taxation, especially for individuals with investments abroad.

Based on the new minimum wage amount (R$ 1,518), the new exemption bracket was adjusted to up to R$ 3,036 per month. This measure aims to include a larger share of low-income workers in the IR exemption.

What does the new table look like?

As of May 1, 2025, the new progressive monthly table will be in effect:

The simplified deduction of R$ 607.20 remains valid for those who choose the alternative deduction system. With this, those earning up to R$ 3,036 per month remain exempt, even if nominally in a taxable bracket.

What could change in 2026?

The Federal Government also submitted to the Chamber of Deputies Bill No. 1,087/2025, which proposes to expand the IR exemption bracket to up to R$ 5,000 per month starting in 2026.

However, the text, still under discussion, also provides for tax compensation through increased rates applicable to taxpayers with annual income above R$ 600,000, introducing additional taxation for high-income earners.

How can TM Associados help?

TM Associados’ tax team is prepared to assist individuals in correctly interpreting and applying the new income tax table rules, focusing on tax planning, optimization of legal deductions, and prevention of tax assessments.

If you want to understand how these changes affect your tax reality or your company’s, contact us and schedule a personalized consultation.

SINIEF Adjustment 02/2025: Must Taxpayers Keep XML Files for 11 Years?

With the recent publication of SINIEF Adjustment No. 02/2025, many professionals and companies have mistakenly interpreted that taxpayers would be required to store XML files of Electronic Tax Documents (DF-e) for a period of 11 years.

However, this interpretation does not correspond to what the rule actually provides. With a commitment to promote legal certainty and technical clarity, TM Associados clarifies in this edition of the Tax Newsletter the main points of the new adjustment, distinguishing the responsibilities of the tax authorities from those assigned to taxpayers.

What changed with SINIEF Adjustment 02/2025?

SINIEF Adjustment No. 02/2025, published on April 16, establishes a milestone in the governance of electronic tax data in Brazil. The rule standardizes the minimum period of 132 months (11 years) for XML files of Electronic Tax Documents (DF-e) to be kept in the digital environments of the Federal Revenue Service, the States, and the Federal District.

This guideline covers NF-e, CT-e, MDF-e, NFC-e, BP-e, NF3e, CT-e OS, GTV-e, DC-e, and NFCom, consolidating the long-term data purge policy by tax authorities.

What does this mean in practice?

For Tax Authorities: The Adjustment authorizes the purge of their data centers, removing old tax documents to optimize performance, reduce operational costs, and free up space in databases that already exceed petabytes (10¹⁵ bytes) of storage.

And for the taxpayer? No change: the general rule of article 173 of the National Tax Code (CTN) remains in effect, establishing a 5-year retention period for DF-e files, starting from the first day of the fiscal year following the one in which the tax assessment could have been made.

Why the 11-year period in public systems?

Although taxpayers are only required to keep documents for 5 years, the Federal Revenue and the States retain XMLs for 11 years for verification, auditing, and as a historical repository. After this period, the data may be deleted, just as physical documents are destroyed once the legal retention period expires.

This new rule is also aligned with sustainability and digital economy practices, reducing energy consumption and the use of costly infrastructure.

What does your company need to know?

• Keep tax documents for at least 5 years.
• Consider keeping them longer in cases of litigation or tax assessments.
• Use document management systems that enable secure storage and efficient search.
• Monitor tax notifications to prevent risks and avoid surprises during audits.

How can TM Associados help?

Our tax team is ready to support your company in structuring internal archiving policies and reviewing tax risk exposures.