By Nicolle Francine Bigochinski Lima and Yasmin Taborda Agostinhaki
On October 29, the Plenary of the Brazilian House of Representatives approved Bill No. 458/2021, which creates the Special Regime for Asset Updating and Regularization (Rearp). The proposal was approved in the form of the substitute text presented by the rapporteur, Representative Juscelino Filho, and will now be sent back to the Federal Senate for further review.
The Rearp aims to allow taxpayers, through a single declaration, to update values and correct data regarding movable and immovable assets owned by individuals or legal entities residing or domiciled in Brazil. As a result, a special income tax rate will apply to the increase in net worth, along with the exclusion of penalties arising from the omission being corrected.
The system introduced by Bill 458/2021 is not new, as it establishes a process very similar to that set out by Law 14.973/2024, which also allowed the updating of real estate assets under Articles 6 to 8, but whose adhesion window expired in 2024.
In this sense, the new bill will also be voluntary. However, unlike Law 14.973/2024, the Rearp is broader and may occur in two modalities: (i) the updating of movable and immovable assets located in Brazil or abroad; and (ii) the regularization of undeclared assets and rights or those declared inconsistently.
Rates Provided Under the Rearp
For individual and corporate taxpayers opting to update the value of assets already declared, the difference between market value and the amount declared in the 2024 income tax return will be taxed. The applicable rates on the resulting increase in value vary according to the type of taxpayer:
Individuals
- Income Tax Rate: 4%
Legal Entities
- Income Tax Rate: 4.8%
- CSLL Rate: 3.2%
Thus, the updated amount becomes the new acquisition cost for future disposals and for calculating any taxable gains.
For taxpayers opting to regularize undeclared assets or rights, or those declared inconsistently with reality—particularly regarding essential data such as value—the applicable capital gains tax will be 15%, plus a penalty of an equal amount, totaling 30%.
Adhesion to the Regime and Tax Payment
Adhesion to the Rearp, both for updating and regularizing assets and rights, must be made by interested individuals or legal entities within 90 days from the date the Law is published. The regime applies to assets of lawful origin acquired up to December 31, 2024, and adhesion may be completed by owners, promissory buyers, executors, or holders of possession titles.
A specific declaration must be submitted, and the tax due must be paid either in a single installment or in up to 24 monthly installments. No installment may be less than R$1,000.00, and amounts under R$2,000.00 must be paid in a single payment. The specific declaration, as well as the migration of taxpayers who opted for Law 14.973/2024 into the Rearp, will be regulated later by the Brazilian Federal Revenue Service (RFB).
Accordingly, if the RFB maintains the structure used in Law 14.973/2024, taxpayers will need to complete an online declaration to be submitted to the RFB, issue the payment slip (DARF), and, in the next income tax return, inform their option to update assets.
Regarding the regularization process, taxpayers choosing this option and making the required payment will be exempt from late-payment interest and will not be prosecuted for tax crimes, even if adhesion constitutes acknowledgment of tax liabilities. In these cases, the tax due may also be paid in up to 24 installments, adjusted by the Selic rate, and the text additionally provides penalties in case of installment default.
Limitations
The bill establishes certain limitations for those who opt into the Rearp. The taxpayer will lose the regime’s benefits if they sell real estate within five years, or movable property within two years, from the date of updating.
In these cases, the taxpayer must calculate capital gains under regular rules using the acquisition cost prior to the update, although they may deduct from the tax due the amount paid when joining the Rearp. This provision represents an improvement over Law 14.973/2024, as it now allows the taxpayer to offset the tax paid under the program in the event of a subsequent sale.
Exceptions in which the taxpayer will not lose the benefits include transfers of ownership resulting from inheritance, dissolution of a stable union, or marital division of assets.
Inclusion of “Jabutis” From Provisional Measure 1,303/2025
Additionally, the revised text approved by the House includes so-called “jabutis”—amendments or provisions with no direct relation to the main subject of the bill. In this case, several provisions from Provisional Measure 1,303/2025, which expired in the House of Representatives on October 8, were incorporated into the text of Bill 458/2021.
Among the “jabutis” revived from the Provisional Measure are:
- inclusion of the Pé-de-Meia Program within the constitutional minimum allocation for education;
- reduction of the period for granting sickness benefits based on documentary analysis (Atestmed);
- limitation of the seguro-defeso to the amount allocated in the Annual Budget Law;
- conditions for the deductibility of losses in foreign hedge operations;
- limitation on the offsetting of corporate tax credits against future tax liabilities;
- rules for taxation of securities lending transactions;
- restrictions on PIS/COFINS tax offsets when not related to the company’s core activities.
In summary, the inclusion of these provisions seeks to rescue items considered priorities from Provisional Measure 1,303/2025. However, it significantly broadens the scope of the original proposal, creating a more extensive and complex bill by incorporating budgetary and social security matters.
Processing of Bill 458/2021
Although the bill has been returned to the originating chamber for further review, its approval is considered nearly certain due to the proximity of the legislative recess and the relevance of the measures for ensuring balance in the 2026 Budget. Lawmakers estimate that the asset regularization and updating initiatives, along with the incorporated provisions from the Provisional Measure, could generate billions in additional revenue next year.
Given this context, it is essential to closely monitor the processing of Bill 458/2021 and any potential impacts on taxpayers’ tax filings next year, especially regarding the income tax returns of individuals and legal entities.
The Tax Advisory team at Marins Bertoldi continues to closely follow legislative developments in tax matters and remains available to assist with the specifics of each case.
