01/07/2026
Law No. 15,270/2025 reinstated taxation on profits and dividends (with a 10% withholding tax on amounts distributed in excess of R$ 50,000 per month to the same beneficiary, among other rules), revoking the unrestricted exemption that had been in effect since 1996.
The legal text provided for a specific transition rule for profits accumulated up to the calendar year 2025, provided that they were formally deliberated and approved by December 31, 2025, maintaining the tax exemption, even if such profits are paid in the calendar years 2026, 2027, and 2028, subject to the conditions set forth in the law.
Many companies took the correct steps to deliberate, still in 2025, on the distribution of accumulated profits, preserving the tax exemption provided for in the transition rule.
But here is an important warning: the minutes alone do not solve everything. For the decision of the partners/shareholders to actually have practical effects on the distribution of accumulated profits until 2025, the next step is to align the legal, accounting, and tax aspects. In practice, this means transforming the decision of the partners/shareholders into clear, consistent, and traceable records.
Below, we highlight the main precautions that limited liability companies and corporations must observe after the approval of the minutes:
✔Organized documentation (keep on file: minutes, 2025 financial statements, profit calculation reports, digital accounting bookkeeping and tax accounting bookkeeping forms submitted, and proof of payment of profits to partners/shareholders);
✔Correct accounting entry (even if payment only occurs in 2026, 2027, or 2028, the resolution must already begin to appear in the accounts from 2025, depending on the terms agreed upon);
✔Separation of profits by fiscal year (profits approved in the minutes are not to be confused with the results generated from 2026 onwards);
✔Digital accounting bookkeeping (“ECD”) consistency with the approved resolution (misalignments between the shareholders or quotaholders resolution and the ECD filings are typically among the first triggers for tax audits);
✔Tax accounting bookkeeping (“ECF”) free from undue taxation (profits approved up to 2025 must not be subject to taxation upon distribution, nor treated as profits of the year in which payment is made, and must be clearly identified as falling within the transitional regime);
✔Payments strictly in accordance with the resolution (amounts must be paid exactly as approved in the relevant resolution);
✔Individual Income Tax Return (“DIRPF”) and Digital Tax Bookkeeping for Withholdings (“EFD-Reinf”) (federal ancillary tax filings used to report withholding tax matters to the Brazilian tax authorities must appropriately classify the distributed profits as tax-exempt dividends under the transitional regime);
✔Communication to shareholders/quotaholders (providing guidance on the proper reporting of the amounts received in their individual tax returns).
The transitional regime established by Law No. 15.270/2025 opened an important planning window, but it requires close attention to detail, particularly through proper alignment between shareholders, legal counsel and accounting teams.
Our corporate and tax teams remain available to provide further clarification and guidance on the matters discussed herein.
Coauthored by: Gisleine Porto, João Victor Guedes e Silvia Rodrigues Pachikoski
