LC No. 227/2026: enactment establishing the IBS Management Committee marks a new stage of the Tax Reform and accelerates companies’ need to adapt
Keywords: LC 227 / CGIBS / Vetoes / Tax Reform
On January 14, 2026, Supplementary Law No. 227/2026 was published in Brazil’s Official Gazette (Diário Oficial da União). It results from the presidential enactment, with vetoes, of PLP No. 108/2024, which regulates the second stage of the Consumption Tax Reform (“RTC”).
In addition to amending Supplementary Law No. 214/2025, LC No. 227/2026 addresses core matters of the reform, such as the establishment of the IBS Management Committee (“CGIBS”), the definition of the IBS administrative procedure, the criteria for distributing revenue among the federative entities, as well as relevant rules on the use of ICMS tax credit balances, the use of ICMS-ST credits on inventory, general rules on ITCMD, and aspects related to COSIP. These matters will directly affect companies’ tax governance and the way credits, debits, and disputes will be managed under the new model.
The presidential enactment included significant vetoes that removed sensitive changes originally approved by Congress. The vetoed provisions include, among others:
- freezing the powers of state and municipal tax administrations based on prior legislation;
- allowing optional early payment of ITBI with reduced rates;
- taxation of non-onerous benefits linked to loyalty discount programs;
- changes to cashback refund rules in operations involving piped gas;
- expansion of tax benefits for Soccer Corporations (SAF) and the possibility of extending such benefits to sports activities in general;
- rules on conflicts of auditing jurisdiction between tax administrations and SUFRAMA;
- restriction of the concept of simulation for purposes of applying IBS and CBS penalties;
- expansion of the list of food products for human consumption eligible for a 60% reduction in IBS and CBS rates.
The exclusion of these provisions shows that several sensitive topics remain unresolved, reinforcing the complexity of the new system and the likelihood of interpretative disputes, supplementary regulations, and future adjustments. At the same time, the enactment of LC No. 227/2026 accelerates the regulatory agenda, paving the way for the issuance of IBS and CBS secondary regulations, which will define, in practice, operational procedures, ancillary obligations, credit flows, and audit criteria.
In this context, the current moment represents a strategic opportunity for companies to begin or deepen their preparation for the new regime. Early structuring of assessment models, review of supply chains, mapping of impacts on credits and inventories, and adaptation of systems and internal processes tend to be decisive to reduce risks, avoid unexpected costs, and preserve tax efficiency during the transition to IBS and CBS.
Given the consolidation of the legal framework for the Consumption Tax Reform and the proximity of operational regulation, preventive action ceases to be optional and becomes a critical management factor, requiring tailored solutions for IBS and CBS compliance, with a focus on legal certainty, tax efficiency, and compliance in Brazil’s new tax environment.
LC No. 225/2026: the Taxpayer Bill of Rights enters into force and tightens rules for “habitual tax debtors”
Keywords: LC 225 / Tax Compliance / Habitual Tax Debtor
On January 9, 2026, Supplementary Law No. 225/2026 was published, establishing the Taxpayer Bill of Rights. The law represents an important milestone by systematizing rights, guarantees, duties, and procedures applicable to the relationship between taxpayers and the tax administrations of the Federal Government, States, the Federal District, and Municipalities, promoting greater legal certainty, transparency, and standardization of tax enforcement.
Among the main taxpayer rights under LC No. 225/2026 are:
- the right to clear, objective, and accessible communications from the tax administration;
- broad access to administrative proceedings and tax information related to them;
- the right to submit defenses and appeals in administrative procedures;
- prohibition on requiring documents or information already provided to the tax authorities;
- the right to have cases decided within a reasonable time, in compliance with due process.
On the other hand, the law also reinforces taxpayer duties, including:
- compliance with principal and ancillary tax obligations;
- providing correct, complete, and timely information to the tax administrations;
- maintaining and retaining tax documents for the legally required period;
- complying with applicable administrative and judicial decisions.
One of the most impactful provisions of LC No. 225/2026 is the regulation of the concept of a “habitual tax debtor”, defined as a taxpayer who maintains substantial, repeated, and unjustified delinquency. The law establishes objective criteria for this classification, such as maintaining significant tax debts relative to known assets and repeated delinquency for consecutive or alternating periods within a twelve-month interval, without a valid justification. Before formal classification, the taxpayer must be notified and will have 30 days to regularize the situation, prove asset capacity, or submit a defense.
Being classified as a habitual tax debtor may lead to significant consequences, including restrictions on enjoying tax benefits, prohibition from participating in public bids, and limitations on entering into contracts with the public administration, among other measures provided by applicable legislation. These consequences make prior exposure assessment and preventive measures central elements of tax governance.
In addition to the enforcement focus, LC No. 225/2026 strengthens the tax and customs compliance agenda by establishing the Confia, Sintonia, and OEA programs, which provide compliance seals to taxpayers with a high degree of tax regularity. Obtaining these seals may bring concrete benefits, such as differentiated treatment by the tax administration, prioritization of requests and claims, advance communication of indications of noncompliance, and—at higher seal levels—economic advantages such as the tax compliance bonus, corresponding to a 1% discount on the lump-sum payment of CSLL.
In light of this new legal framework, companies should carry out an immediate and structured assessment of their situation, focusing on identifying risks of being classified as a habitual tax debtor, regularizing liabilities, and preparing for potential participation in compliance programs. Early action tends to reduce risks, avoid future restrictions, and position companies more safely and efficiently in the new environment of interaction with the tax authorities.
ADIs 7,912 and 7,914: STF to rule in February on the ratification of the extension of the deadline for approving profits and dividends
Keywords: Profits / Dividends / Extension / Exemption / Income Tax
On December 26, 2025, Justice Nunes Marques of the Supreme Federal Court (STF) granted an injunction extending until January 31, 2026 the deadline for approving profit and dividend distributions provided in Law No. 15,270/2025. The measure was issued in the context of ADIs Nos. 7,912 and 7,914, filed by the National Confederation of Commerce (CNC) and the National Confederation of Industry (CNI).
According to the Justice, the law set an excessively short period for approving profit distribution, anticipating requirements that are generally only met after the end of the fiscal year. This scenario would make compliance practically unfeasible, especially for corporations (sociedades anônimas), which depend on publishing financial statements and observing statutory deadlines for calling shareholders’ meetings.
The STF will assess whether this provisional decision will be maintained in a virtual trial scheduled for February 13–24, 2026. The outcome is especially relevant because it may confirm or change the currently applicable deadline, with direct impacts on maintaining the Income Tax exemption on profit and dividend distributions, as well as on companies’ corporate and tax planning for 2026.
In addition, recent lower-court decisions reinforce the relevance of the matter. SESCON-SP, for example, obtained a favorable decision in a collective writ of mandamus excluding the application of the original deadline established by Law No. 15,270/2025 for its members, likewise extending it to January 31, 2026. Although the effects of this decision are limited to the companies linked to the entity, it highlights the legal fragility of the originally set deadline and the degree of uncertainty generated by the new legislation.
Given this scenario, the period preceding the STF’s ruling represents a strategic window for companies to assess their specific situation, review corporate acts, and adopt, if necessary, preventive measures to mitigate relevant tax risks—especially with respect to preserving the Income Tax exemption on profits and dividends.
STF Theme 843: decision will address the exclusion of deemed ICMS credits arising from tax incentives from the PIS and COFINS tax base
Keywords: Deemed Credits / ICMS / PIS / COFINS / Tax Incentives
The STF has placed on its agenda for February 25, 2026 the judgment of Theme 843 under the General Repercussion mechanism, which discusses whether deemed ICMS credits arising from tax incentives granted by States and the Federal District may be excluded from the PIS and COFINS tax base.
The case is highly relevant for taxpayers, as the decision will be binding nationwide and must be observed by all courts and by the tax administration. It directly affects companies that benefit from state tax incentives, especially those with a significant history of PIS and COFINS payments.
In broad terms, the STF will analyze whether deemed ICMS credits may be characterized as revenue or turnover, concepts that ground the incidence of the contributions. The controversy stems from the fact that such credits result from a state tax waiver rather than a new cash inflow or an effective increase in net worth, supporting the argument that they should not compose the PIS and COFINS tax base. The discussion relates to relevant precedents on the constitutional concept of revenue, fueling expectations of a taxpayer-favorable position.
However, given the significant economic impact and the high number of lawsuits, there is a real possibility that the STF will modulate the effects of its decision, limiting its temporal application. In recent major tax cases, the Court has used this mechanism to restrict retroactive effects, which may, in practice, eliminate the right to recover amounts for taxpayers who have not previously pursued judicial measures.
In this context, the period preceding the judgment represents a strategic window for companies to assess exposure, review the tax treatment applied to deemed ICMS credits, and consider preventive measures.
The STF’s outcome may be decisive for the use (or not) of significant credits, making early planning central to mitigating risks and preserving rights.
STF Theme 118: decision will address the exclusion of ISS from the PIS and COFINS tax base
Keywords: Exclusion / ISS / PIS / COFINS / Revenue / Theme 69 / Theme 118
The STF has placed on its agenda for February 25, 2026 the judgment of Theme 118 under the General Repercussion mechanism, which discusses whether ISS may be excluded from the PIS and COFINS tax base. As a general repercussion case, the decision will be binding and is expected to guide similar disputes nationwide, directly impacting the tax planning of service providers.
In essence, the STF will assess whether amounts collected as ISS are merely transitory cash inflows for legal entities and, therefore, should not be treated as turnover/revenue for purposes of PIS and COFINS. This reasoning aligns with the logic adopted in Theme 69, in which the Court recognized the exclusion of ICMS from the contribution base, reinforcing the debate on what actually composes the taxpayer’s wealth.
On the other hand, the Court will examine the argument that there are relevant technical differences between ISS and ICMS—including the assessment method and tax structure—that could justify different treatment. These arguments were debated when the judgment began in 2020, later suspended, and now return to the agenda with potential closure, increasing the importance of prior preparation by potentially affected companies.
Beyond the merits, the possibility of modulation of effects deserves special attention. Given the economic impact and the volume of disputes, it is plausible that the STF will limit the decision’s temporal effects—which may reduce or restrict retroactive recoveries depending on the time marker adopted. In such scenarios, “waiting for the outcome” may mean missing opportunities to preserve rights or maximize credits, especially for taxpayers with a significant payment history.
Accordingly, the period preceding the judgment is a strategic window for companies to assess exposure, review payment history, and define, in advance, the most suitable strategy to mitigate risk and potentially recover amounts, considering the specificities of each operation and the concrete risk of modulation.
STJ Theme 1390: decision may define whether a 20-minimum-wage cap applies to contributions to INCRA, Salário-Educação, DPC, FAER, SENAR, SEST, SENAT, SESCOOP, SEBRAE, Apex-Brasil, and ABDI
Keywords: Third-Party Contributions / 20 minimum wages / Theme 1390 / Theme 1079 / STJ
The Superior Court of Justice (STJ) has scheduled for February 11, 2026 the judgment of Theme 1390, which will define whether the cap of 20 minimum wages should apply to the calculation base of several parafiscal contributions, including those destined to INCRA, Salário-Educação, DPC, FAER, SENAR, SEST, SENAT, SESCOOP, SEBRAE, Apex-Brasil, and ABDI.
The controversy is especially relevant for companies in the industrial, agro-industrial, logistics, and labor-intensive services sectors, since these contributions represent significant recurring costs and directly affect payroll and operational structures. The decision under Theme 1390 will have a harmonizing effect and is expected to guide the treatment of the matter nationwide.
The judgment follows Theme 1079, in which the STJ held that the 20-minimum-wage cap would not apply to contributions destined to SESI, SENAI, SESC, and SENAC, based on the understanding that Decree-Law No. 2,318/1986 revoked the cap for both social security and parafiscal contributions. The Court will now analyze whether the same reasoning should be extended to other parafiscal entities, potentially definitively consolidating the non-application of the cap for an even broader range of contributions.
It should be noted, however, that the effects of Theme 1079 have not yet been fully stabilized, as appeals remain pending on, among other issues, the scope and possible modulation of effects. In this context, Theme 1390 gains additional relevance, as it may not only extend the already adopted understanding but also establish temporal milestones and limit retroactive effects—a recurrent practice in STJ cases of this nature.
Given this scenario, the period preceding the judgment represents a strategic window for companies to assess exposure, review the payment history of these contributions, and consider preventive measures. Consolidation of the STJ’s understanding—especially if accompanied by modulation—may directly affect the ability to recover past amounts, making early analysis central to risk mitigation and preservation of rights.
RFB IN Nos. 2,305 and 2,306/2026: new clarifications on the linear reduction of tax incentives and impacts on the deemed-profit regime
Keywords: IN 2,306 / Tax Incentives / Reduction / Deemed Profit / PAT / Litigation
Supplementary Law No. 224/2025 introduced a new system for the review and linear reduction of federal tax incentives and benefits, later regulated by the Brazilian Federal Revenue Service (RFB) through Instruction Normative No. 2,305/2025.
During January 2026, the matter underwent further relevant developments, especially regarding the deemed-profit regime (lucro presumido), which led to the issuance of RFB IN No. 2,306/2026 to clarify how the 10% increase applies to the deemed-profit percentages used for IRPJ and CSLL purposes.
The original wording of RFB IN No. 2,305/2025 created uncertainty regarding the practical implementation of the annual BRL 5 million threshold—and its proportional quarterly limits—especially in cases where the taxpayer’s gross revenue fluctuates throughout the year. In general terms, the new rule clarified that:
- the 10% increase applies exclusively to the portion of gross revenue exceeding the annual BRL 5 million threshold;
- the threshold must be observed proportionally per assessment period (BRL 1.25 million per quarter, in the case of IRPJ);
- at the end of the calendar year, compensating adjustments and/or a refund request are allowed to avoid over- or under-taxation;
- where multiple activities exist, the proportional threshold must be allocated according to each activity’s share of gross revenue in the period.
The RFB also clarified how the rule applies to CSLL, considering that CSLL is subject only to the 90-day anteriority rule, resulting in a temporary timing asymmetry between IRPJ and CSLL assessment in 2026. In addition to the new Instruction Normative, the RFB released a Q&A guide to consolidate interpretations regarding the application of LC No. 224/2025 and its secondary regulation.
Among the topics covered, noteworthy clarifications concern the application of the linear reduction to the Worker Food Program (PAT) incentive. According to the RFB, in practice, the reduction applies both to the maximum deduction limit—corresponding to 4% of the IRPJ calculated at the 15% rate—and to the amount of eligible expenses itself, so that only 90% of the amounts originally calculated may effectively be used by the taxpayer.
This guidance is relevant because it affects benefits widely used by companies and reinforces the need to review calculations and controls related to tax incentives used as of 2026.
In parallel, the legal debate intensified regarding the legality of framing the deemed-profit regime as a tax benefit for purposes of the linear reduction provided in LC No. 224/2025. A recent preliminary injunction issued by the Federal Court in Rio de Janeiro deserves mention, as it suspended the requirement for the 10% increase in the deemed-profit percentages for IRPJ and CSLL, accepting the argument that the deemed-profit regime is not a tax benefit but a legal method of calculating the tax base—which may even be more burdensome to the taxpayer depending on its economic reality.
Given this scenario of rapid changes, guidance still under adjustment, and relevant controversies, the moment requires immediate and structured action by companies. Reviewing deemed-profit calculations, reassessing the use of incentives such as PAT, and analyzing the feasibility of judicial measures are key steps to avoid undue tax payments and mitigate risks, preserving tax efficiency and legal certainty under the new framework in effect as of 2026.
Receita Sintonia: new classification cycle reinforces the importance of tax regularity and preventive monitoring
Keywords: Receita Sintonia / Classification Cycle / Benefits / Tax Regularity
The Brazilian Federal Revenue Service (RFB) published, on January 14, 2026, the results of the new classification cycle of the Receita Sintonia Program, based on December 2025 data. Companies participating in the pilot phase may already review their classification and, where applicable, identify tax and customs issues that affected the assigned rating.
In total, more than 5 million companies were classified in the program according to their level of tax and customs compliance:
- Grade A+ — 323,772 companies (compliance > 99.5%)
- Grade A — 932,184 companies (97% to 99.5%)
- Grade B — 435,656 companies (90% to 97%)
- Grade C — 676,431 companies (70% to 90%)
- Grade D — 2,657,053 companies (< 70%)
The distribution reveals a relevant point: while about 1.25 million companies reached the highest compliance levels (Grades A+ and A), more than 2.6 million companies were classified as Grade D, indicating compliance below 70% and reflecting a significant contingent of taxpayers with some level of tax exposure.
Classification under Receita Sintonia is not merely informational. Better-rated companies may benefit from greater predictability, priority in the analysis of refund and reimbursement claims, and faster service by the tax administration.
Even more importantly, achieving Grade A+ enables the taxpayer to join the Consenso Program, established by RFB Instruction Normative No. 467/2024, which allows a consensual and binding resolution with the tax authority regarding the qualification of tax and customs facts, reducing uncertainty, disputes, and future risks, with positive impacts on tax governance and strategic decision-making.
Companies may consult their classification and any pending issues through the Receita Sintonia Program Portal, the Redesim Business Portal, or the e-CAC environment; it is also possible to submit a request to correct inconsistencies and improve the rating in future cycles.
In this context, the period immediately following the publication of the new cycle represents a strategic window for analyzing taxpayers’ tax positioning, reviewing ancillary obligations, and adopting measures to raise the compliance level—especially aiming at Grade A+ and the additional benefits under the Consenso Program.
CARF rules that CIDE-Technology does not apply to expense reimbursements in cost-sharing agreements
Keywords: CIDE-Technology / Cross-border Remittances / Non-incidence / Cost-Sharing Agreements
In a recent decision in Case No. 16561.720066/2017-51, the 1st Ordinary Panel of the 4th Chamber of the 3rd Section of the Administrative Council of Tax Appeals (CARF) ruled out the application of CIDE-Technology on cross-border remittances made under cost-sharing agreements.
In the tax assessment that originated the dispute, the RFB—based on positions previously expressed in ruling requests—argued that amounts remitted to related foreign companies as reimbursement of administrative and managerial costs would constitute remuneration for technical services or administrative assistance, and would therefore be subject to CIDE at a 10% rate, regardless of contractual nomenclature.
When analyzing the specific case, CARF gave particular weight to the distinctive features of cost-sharing arrangements, applying even grounds previously recognized by the RFB in administrative precedents that exclude other taxes when there is no revenue or income generation. According to the panel:
(i) certain administrative functions were centralized within group entities;
(ii) the amounts transferred corresponded to mere reimbursement of expenses, with no profit margin, mark-up, or remuneration;
(iii) allocation criteria were defined in advance in the agreement, based on objective parameters;
(iv) there was no technology transfer, know-how licensing, or typical service-rendering obligation.
Based on these elements, CARF reaffirmed that CIDE-Technology’s taxable event presupposes a cross-border remittance as remuneration for technology supply or technical services, which did not occur in the case, where payments represented mere restoration of the payer’s assets, with no gain to the cost-centralizing entity.
From a practical standpoint, the decision shows that excluding CIDE-Technology is not automatic and depends on strict compliance with material and formal requirements. Cost-sharing structures that are not properly documented, that rely on weak allocation criteria, or that embed a profit margin remain subject to high tax risk, including exposure to other taxes on cross-border remittances and the imposition of aggravated penalties.
In this scenario, the CARF decision reinforces the need for companies to review existing cost-sharing agreements, supporting documentation, and financial flows in order to prevent assessments, reduce tax costs, and avoid prolonged disputes—especially in a context of increasingly intensive scrutiny of intragroup transactions and cross-border remittances.
