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:

• On the basis of the calculation of the due when it can’t be defined by the value of the reference that are unilaterally established by the county.
• The immunity challenge on the paying-up of capital, it is strict not be subject to the review of the economic activity of the enterprise;
• Corporate reorganization and transfer of immovable property shall be assessed on the basis of the legislation and the case-law up to date, and ensuring the security of taxation and preventing complaints of unfair.

As for the TM Members can assist you?

Our team is advisory and tax are ready to provide strategic support at:

• Estate planning and corporate law with a focus on the privileges and immunities, and exemptions of tax;
• An analysis of the legal feasibility of the present and the corporate reorganization.

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:

1. The communion part of the Goods

That is the legal standard for when there is a covenant antenupcial. In it, are part of the shared heritage:

• The quota property acquired during the marriage;
• Earnings and dividends over this period, even if re-invested in the business.

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.

2. The Universal communion of the Goods

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:

• The companies that were founded prior to the marriage;
• Shares acquired or inherited);
• Any goods that came into the company.

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.

3. The separation of Goods

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.

4. Participation in the Aquestos

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:

• To prohibit the transfer of shares to the spouse of partners.
• Establish a set of rules for compensation in the event of a divorce, preventing the entry of an ex-spouse in the company;
• Require a unanimous vote of approval for the admission of new members, even if by inheritance, or share it.

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:

• The use of certificates, fake;
• Proof that the employee was in a different activity that is incompatible with the sleep doctor, trips, festivals, etc.).
• Reiteration of tampering with evidence of a fraud in the leaves.

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?

1. To accept the certificate, and then register it formally to the interior.
2. Investigate carefully before you take any action respecting the right of cross examination, and the right to defense.
3. If there is a suspicion, you may be asked about: the award of the doctor of the company, information from the CRM to the opening of an inquiry on the inside.

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?

• Save the documents to a tax for the 5 years at least.
• Evaluate, hold for a longer time in the event of litigation or administrative proceedings.
• Use the document management systems that allow for the storage and search efficiency.
• Keep the follow-up of the tax notices for the prevention of risks, and that there are no surprises with the controls.

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