By Felipe Pinheiro Auge
Bill 1087/2025 was sanctioned without vetoes and converted into Law No. 15,270 of 26 November 2025 (Federal Gazette of 27 November 2025). The law amends Laws No. 9,250/1995 and No. 9,249/1995 and introduces the taxation of profits and dividends as of 1 January 2026, within the context of the “high-income” regime and with withholding tax in specific cases.
Key Points
- Withholding tax (resident individuals): 10% when profits/dividends paid by the same legal entity to the same individual, within the same month, exceed R$ 50,000.
- Annual minimum taxation (individuals): applicable to annual income over R$ 600,000, with an effective rate of up to 10% and a reduction to avoid double taxation between the company and the individual above certain thresholds.
- Cross-border: 10% withholding tax on outbound profit/dividend distributions, with exceptions and credits.
Transitional and Urgency Rules (2025)
Profits/dividends from results accrued up to 2025 are protected, provided that their distribution is approved by 31 December 2025 and the terms of the approving resolution are maintained. Payment may occur between 2026 and 2028 without affecting eligibility, as long as approval takes place in 2025.
There is, therefore, a short window to resolve, in 2025, the allocation of accumulated profits relating to results up to 2025, with the necessary corporate, accounting, and tax coordination.
Bill 5,473/2025 – Possible Extension and the Risk of Waiting
Bill 5,473/2025 proposes extending the deadline for corporate approval to 30 April 2026, aligning it with the statutory deadline for the approval of financial statements. However, the bill still needs to be approved by both Houses and sanctioned; it is unlikely to pass before the end of 2025. Waiting carries a significant risk: if the bill does not move forward in time and is ultimately rejected, the window to deliberate by 31 December 2025 will have closed, and profits may become subject to the new taxation as of 2026.
Conclusion
Law No. 15,270/2025 confirms the taxation of profits and dividends as of 2026 and conditions transitional treatment on the approval of the distribution by 31 December 2025. Given the uncertainty surrounding Bill 5,473/2025, it is advisable to prioritise, still in 2025, corporate deliberations on accumulated profits in order to preserve the transitional treatment.
Marins Bertoldi Advogados can structure sophisticated solutions that, through 2025 deliberations, preserve companies’ cash positions and prevent the incidence of the new taxation, combining corporate and tax alternatives in compliance with current legislation.
