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 limits of the protection of the due when the Paid-in Capital stock to real Estate

The Supreme Federal Court (STF) will examine a critical issue for the sector is real estate: the implementation of the protection of the Tax from the transfer of Immovable Property (due when) on the paid-in share capital of a company whose main activity is the purchase, sale, or lease of real estate. The decision will have a direct impact on the tax structuring the equity of these companies.

To understand the context

The Constitution, in article 156, paragraph 2 (I) provides for the immunity of the due when the transmission of the goods to the built heritage of the legal person for the purposes of paid-in share capital. However, this immunity does not apply in respect of companies whose main activity is the purchase, sale, or lease of real estate.

In the case under consideration by the SUPREME court involves a management company of the property, which calls into question the charges due when the City council of Piracicaba (SP), on the transfer of real property that is used to make capital. The Court of Justice of São Paulo (TJ-SP) was charged on the grounds that the company falls within the exception to the constitutional because of its core business.

Impacts to the real estate industry

The decision of the SUPREME court, which has been under discussion with the general effect is recognized Theme (1.348) promises to bring certainty and consistency in the application of the immunity from taxation. In the trial, you may want to set the exception to this immunity is to be interpreted narrowly, applying only to the specific, such as a merger, consolidation, or division, or in a broad way, for any of the paid-in share capital.

As for the TM Members can assist you?

Our team is an advisory that is ready to guide you to your company and, to the reflections of this decision, and upon the very best strategies for estate planning and tax law.

We follow closely the progress of this trial, and we are available to provide support to the legal personnel.

Follow us for updates and be ready to adapt your business strategy in the face of changes in the legal landscape.

Get in touch with the mt-Associated, and to ensure legal certainty for your business.

Litigation

Credit repair Strategies for the Business to Anticipate and to Demand the Debt

To maintain the financial health of your business is the key to growth is to be sustainable. The credit repair is a process that is essential to recover the amounts owed by customers with outstanding debts. This process can be carried out in an out-of-courtthrough negotiation and amicable settlements or court, with the assistance of the Judicial branch in order to ensure the fulfillment of the obligation.

Documentation is Essential in order to Prevent the Default

Effective management begins with the organization of the documents confirming the relationship. They are critical.

• A contract was signed with provisions that clear;
• Tax invoices and receipts for the delivery of goods or services to you;
• Proof-of-payment (invoices, remittance, receipt);
• The E-mail and other communications to the customer.

These documents are essential, both in order to prevent defaults and basis for any charges.

Tips to Prevent bad Debt

1. Contracts are well-prepared: Set clauses of an objective on deadlines, forms of payment, and penalties for the delay.
2. Credit management and recovery: Use the powerful tools in the analysis of the credit and the follow-up of payments.
3. Constant monitoring: to Monitor the behaviour of the payment from the customer, and to identify signs of risk.
4. The collection of the preventive: to Send reminders prior to the expiration of the invoice, to encourage the payment of the day.

As to how to Proceed in the Event of a Default?

Charging out-of-Court (without legal action):

1. Notification of out-of-court: Filing charge, showing a willingness to negotiate.
2. Beer: Give the conditions are adjusted to make it easier to pay.
3. The protest at the registrar’s office: to Formalize a loan, you can speed up the payment to you.

Charged in Court (legal action):

• Enforcement action:
  • To submit a writ (ex.: the contract is signed by two witnesses, notary public, etc.).
  • The debtor will have three days to pay or to comply with the requirement.
  • In the event of non-payment, the court may determine the sequestration of the estate.
• Action Monitoring:
  • Used when there is a written test with no effect.
  • The judge may issue a warrant for the payment.
  • If you do not have the payment, it becomes enforceable in court.
• The action of the Charge:
  • When there is no formal documentation, but there is evidence as well as witnesses.
  • The court may determine, to the payment, after a review of the evidence.

You can count on the TM Associated to Recover on their Claims

Our team of experts is ready to guide you to your business at every stage of the claims for payment from the settlement to legal action. We guarantee that our solutions and strategy tailored to protect the financial health of your business.

Don’t leave it to the default commit to the growth of your business. Contact us to learn how we can help you.

Labor

The Ordinance 3.665/2023 and the changes in the work-free Sundays, and holidays

The Ordinance 3.665/2023′, published in November 2023 by the Ministry of Labour and Employment, has an Ordinance 671/2021, bringing important changes to the rules for working on Sundays and public holidays, had a positive impact on companies, industries such as retail, fish, meat, fruits, and vegetables, in addition to the activities at the ports, airports, roads, hotels, wholesalers, and distributors.

In the face of these changes, there is a need to revisit the scene of normative prior to the effective date of the new Ordinance.

The amendment to the Ordinance 671/2021

Prior to the entry into force of the Decree 3.665/2023), the rules of work on Sundays and public holidays, they were all based on articles 67 to 70 of the Consolidation of Labor Laws (CLT), and at the entrance to 671/2021, as follows:

Article 67 of the AND allows you to work on Sundays, provided that the employer is to ensure a weekly rest and paid (RSD) for 24 hours at a time. with The Article 70 of the AND prohibits the employment in a civil or religious holiday, except where authorized by agreement or collective bargaining agreement, and the payment for the work-these days, to be made into a double, or offset in the play.

However, the legal rules that were eased by a Decree 671/2021, which allowed for the direct negotiation between the employers and the employees, to allow work on Sundays and holidays, by means of its formalization by means of a contract of employment. 

In addition, the ordinance provided for individual agreements to define the scales of the work, and in some cases, he pointed out that a list encompassing the activities, that is, the various sectors of the economy could operate on Sundays, and on holidays-without the need for a collective bargaining process, making it easier for the organization of the conference.

On the face of it, there was a greater flexibility in the areas of trade and services, that you had more freedom to operate on Sundays and public holidays, provided they respect the labour rights in general.

What has changed is the Ordinance 3.665/2023?

With the new Ordinance, the rules have become more stringent, and centralized the right to collective bargaining, with a direct impact on various economic activities.

• The elimination of the individual contracts:
  • Working on Sundays and public holidays are now solely dependent on the Collective employment agreement (the CAT) or a Collective Labour Agreement (CLA).
  • Permissions that are automated and agreements to which the individual will no longer be valid.
• The reduction of the list of activities:
  • Sectors such as trade and services, as before it worked freely, will require authorisation by the union in order to operate on these days.

• More stringent rules for the holidays:
  • The double payment or compensation by gap must be dealt with collectively, and to all the terms and conditions may vary between the different categories.

When do these changes go into effect?

The new rules are effective from the 1st of January, in the year 2025.

What is the practical impact?

• To the employee:
  • The greater protection of the right to rest, however, find it difficult to carry out, and get more hours.
  • More active involvement of the trade unions.
• For the following companies:
  • The increase in red tape: How is the permission to work on Sundays and holidays shall be provided for in the Collective bargaining agreement (CCT) or a Collective Labour Agreement (CLA), and that these tools have a limited validity, which are generally between 1 and 2 years, and the companies will have to re-negotiate periodically for such a permit. This means that you have the permission to operate on these days, you will not be permanent, requiring revisions and renovations, these constants.
  • The reorganization of the operations of Scale and the days would need to be adjusted to meet the new requirements.
  • Financial impact: the Payment of overtime, and the costs of negotiation can become a burden on the employer.

How your business can prepare for it?

1. Review of the CAT, or the ACT that is applicable to the industry:
   • Please make sure that it is covered, or if you need to negotiate.
2. To establish a dialogue with the trade union:
   • Stay ahead of the negotiations in order to avoid problems in the future.
3. Re-size of the work:
   • To tailor the sessions to minimize impact on the operational and financial performance.
4. Educate your team:
   • Advise managers and employees on the new rules.

Conclusion: get Ready for the year 2025!

The Ordinance 3.665/2023 in terms of balancing the rights of the workers with the business needs of the companies. However, it requires care and planning to ensure regulatory compliance.

If you need assistance with how to interpret the new rules, or to adapt the operation of its business, (click here to receive guidance!

[1] PORTARIA MTE Nº 3.665, NOVEMBER 13, 2023

Changes to the Concierge/MTP, no. 671, November 8, 2021. (Case no. 19964.203605/2023-95).

The MINISTER OF STATE for LABOUR AND EMPLOYMENT, in the use of the award conferred on him by the art. 87, paragraph one, sub-paragraph II, of the Constitution, art. 10, paragraph one of the Law 605, January 5, 1949, and in art. 154, paragraph 4, of legislative Decree no. 10.854, November 10, 2021, and in view of the provisions of art. 6 of the Act 10.101 as of December 19, 2000 it states that, ‘it is permitted to work on holidays in the activities of trade, provided that it is authorized in the collective bargaining agreement and, subject to the legislation of municipal council, in accordance with art. 30, paragraph I, of the Constitution, which addresses:

Art. 1 to Repeal the section 1, 2, 4, 5, 6, 17, 18, 19, 23, 25, 27 28 of the item (II – Trade in Annex IV of the executive order/TRANSFER no. 671, November 8, 2021.

Art. 2. The sub-item 14, item II – Trade in Annex IV of the executive order/TRANSFER no. 671, November 8, 2021, shall be in force with the following wording:

’14) trade-free,’

Art. 3. This executive order shall enter into force on the date of its publication.

Tax

The expansion of the tax incentives that are subject to the DIRBI

On December 27, 2024, the Federal Revenue of Brazil (RFB) published Normative Instruction RFB no. 2.241/2024, while promoting significant changes in the Statement of Incentives, Waivers, Benefits, and Immunities of the Nature of a Tax (DIRBI), to broaden the tax incentives that are subject to this statement, and determine a new deadline for delivery, third-party payers.

Background IN the RFB number 2.241/2024

The regulations replace the Attachment IN the RFB number 2.198/2024, and increases the incentives, waivers and tax incentives that should be provided in DIRBI.

New items introduced to understand the incentives of the numbers 44 and 88, covering the program, such as: incentives for cultural and artistic activities, and programs, to support the innovation, the technology, the benefits for exports, incentives for research and development, special systems, infrastructure, and tax breaks tax for the agricultural sector.

Time limits and Liabilities

Please be aware that there are 45 new and the tax incentives that are included in the list IN the RFB number 2.241/2024 and must be accounted for in the DIRBI back. This means that the incentives are related to the time of the investigation, from January to December 2024 and later, must be told, or made right up to the 20th day of march, in the year 2025.

Impact on Businesses

This extension aims to promote greater transparency and control over the tax incentives that are used by companies in many different industries. However, it imposes new challenges of compliance, requiring a higher level of accuracy in the collection and reporting of this information.

The presentation of DIRBI, or delivery outside of the time limit established by the subject of a legal person, the following penalties are calculated per month, or fraction thereof, levied on the gross income for the period:

• To 0.5% on gross revenues of up to R$ 1.000.000,00;
• 1% on the gross income of between R$ 1.000.000,01 a R$ 10.000.000,00;
• By 1.5% on gross revenues of up to R$ 10.000.000,00.

The fine shall be limited to 30% of the value of the tax benefits gained.

In addition, the presentation of the DIRBI, with omissions, or inaccuracies and may result in a fine of 3% on the value of missing, false or inaccurate, not less than$ 500.00.

Therefore, it is essential for your business to comply with the time limits, and for ensuring the accuracy of the information declared in the DIRBI, to avoid financial penalties.

As the TM is Associated with can help you with?

Our team of tax that is ready to help you and your company for the revision of the tax incentives that are applicable, as well as the correct formulation and delivery of DIRBI, and ensuring compliance with the new regulations.

For more information, or to schedule a consultation, please get in touch with the mt-Associated, and keep your company in compliance with the requirements of current tax.

Tax reform: new Rules and New Opportunities for Your Business

On the 16th of January, in the year 2025, in a milestone for the brazilian taxation system was established, with the sanction of the Law Supplement no. 214/2025. This new law, which governs the Tax Reform, brings about profound changes in the way the tax is calculated and paid in the country.

What are the changes with Tax Reform?

The main novelty is the introduction of two new taxes: a Tax on Goods and Services (LBS) and Social Contribution on Goods and Services (CBS). These taxes are to replace other forms of indirect taxation, such as ICMS, ISS, PIS and Cofins tax rates, simplifying the tax system and promote greater equity.

What are the main impacts on the business?

· The unification of the tax, The creation of IBS and CBS, which simplifies the tax burden, reducing red tape and the cost of operations.

· Rates are unique to The application rates are applicable only to the products and services that makes it easy for the tax planning of companies.

· Non-cumulative nature: The system of non-cumulative nature allows companies to offset the tax paid on the purchases of goods and services, thus reducing the tax burden effectively.

· Transition to the gradual implementation of the reform will be gradual, with a transition period for companies to be able to adapt to the new rules.

The TM Associates can do for you?

In the face of these changes, it is important to have the support of experts, in order to ensure compliance with the new rules, and to take advantage of the opportunities generated by the reform. The TM Associates offers a full range of services to assist our customers in this process, such as:

· Analysis of the impact of the reform on your business, we have Identified the key changes, and the opportunities for tax optimization.

· Tax planning: We develop tailor-made strategies to minimize your tax burden and streamline your cash flow.

· The implementation of the new system include: Assist in the adaptation of the systems of accounting and tax-related with the new rules.

· Assistance in administrative proceedings: we Represent your interests in administrative and judicial proceedings related to tax reform.

Get in touch with us and schedule a personal meeting.

Best regards,

Team TM Associates