For Legal Certainty and Respect for Acquired Rights in the Taxation of Profits and Dividends
The undersigned entities, representing the Brazilian productive sector, publicly express their support for the central objectives of Bill No. 1087/2025, which seeks to modernize the Personal Income Tax and promote a fairer tax system.
We acknowledge the progress made in the proposal, but we have identified flaws in the final text approved by the Senate that compromise legal certainty, violate acquired rights, and create insurmountable operational barriers for companies. If maintained, these provisions risk generating retroactive taxation on profits earned before the new law came into effect, contradicting the legislator's own intentions and opening the door to legal challenges on the matter.
The intention of Bill 1087/2025 is clear: to tax profits and dividends generated from January 1, 2026. To this end, the text correctly seeks to exempt profits accrued up to the calendar year 2025. However, the approved bill conditions this exemption on rules that, in practice, make it unfeasible. The text requires that the distribution of these "old" profits be approved by December 31, 2025, and, in one of the articles, that payment occur within specific deadlines (until 2028).
These conditions generate two insurmountable problems: 1. Accounting and Legal Infeasibility: The requirement for approval of the distribution by December 31, 2025, is operationally impossible. The accounting closing of the 2025 fiscal year only occurs after the end of the year. According to Article 132 of Law No. 6,404/1976 (Brazilian Corporations Law), companies legally have until April 30, 2026, to hold the shareholders' meeting that approves the financial statements and decides on the allocation of profits. Requiring a decision before the closing of the balance sheet violates corporate law.
2. Legal Uncertainty and Acquired Rights: By creating impractical conditions for exemption, the law will effectively tax the stock of accumulated profits generated under the previous legislation (which provided for exemption). This constitutes retroactive taxation, violating the principle of legality and the acquired rights of taxpayers. The payment deadline (until 2028) is also insufficient for the distribution of all accumulated profits among thousands of companies.
It is necessary to ensure that profits generated up to December 31, 2025, are not taxed, regardless of the date of their deliberation or distribution.
Suggestions for vetoes to Provisions
To correct this serious distortion and ensure that the new taxation applies only to future taxable events (profits from 2026 onwards), it is essential to veto the following provisions of Bill 1087/2025:
1. Article 2 of Bill 1087/2025 (in the part that amends Law No. 9.250/1995): ○ In Article 6-A, § 3: Veto items II and III. ○ In Article 16-A, § 1, item XII: Veto sub-items “b” and “c”.
2. Article 3 of Bill 1087/2025 (in the part that amends Law No. 9,249/1995): ○ In Article 10, § 5, item I: Veto subparagraphs “a” and “b”. Vetoing these provisions will reinforce the legitimacy of Bill 1087/2025, by aligning it with the constitutional principles of tax non-retroactivity and acquired rights, in addition to avoiding a new motivator for tax disputes and litigation.
It is worth remembering that, during the approval in the Senate Plenary, the Rapporteur, the Government, and the Opposition expressed their support for the changes suggested here, which were not addressed only due to the context of the bill and the need for its approval without returning to the Chamber of Deputies. Vetoing these provisions would therefore honor a broad agreement made publicly among the actors in Congress, reinforcing the role of the institutions and their intentions to work towards a country with tax balance and justice.
By vetoing the unfeasible conditions imposed by the text, the Executive Branch will guarantee the necessary legal certainty, ensuring that the new taxation is applied fairly, clearly, and prospectively, consolidating Brazil as a reliable environment for those who invest and create jobs.
Download the full manifesto here: Manifesto for Legal Certainty and Respect for Acquired Rights in the Taxation of Profits and Dividends
