By Jean Carlo da Silva
On December 16, 2025, the Federal Court of the 8th Civil Federal Court of the Judicial Section of the Federal District granted a preliminary injunction in a collective writ of mandamus filed by the Commercial Association of Paraná (ACP), suspending the requirement introduced by the recent Law No. 15,270/2025, which conditioned the income tax exemption on profits and dividends related to 2025 on the approval of their distribution by December 31 of that year.
Although the decision represents an important precedent by recognizing the legal impossibility of complying with the new law in light of corporate law rules, it is essential that companies carefully assess the risks associated with the immediate use of this injunction, given the provisional nature of the judicial relief and the procedural technicalities that may limit its effectiveness.
The Conflict: Tax Law vs. Brazilian Corporations Law
Law No. 15,270/2025 amended income taxation by establishing that profits earned through 2025 would only remain tax-exempt if their distribution were approved by the last day of that year. However, the 8th Civil Federal Court of the Federal District upheld the argument that this requirement creates a “legal impossibility of compliance.”
This is because, under the Brazilian Corporations Law (Law No. 6,404/1976), the Annual General Meeting (AGM) to approve the financial statements and allocate profits may only be held within the four months following the end of the fiscal year.
In this sense, the decision held that requiring approval of the distribution by December 31, 2025—when the balance sheet has not yet been finalized and the financial statements have not been audited—would violate fiduciary duties and public policy rules of corporate law. Accordingly, the injunction allows approval to take place within the regular deadlines in 2026, while maintaining the tax exemption.
Risks and Points of Attention: Why Is Caution Necessary?
Despite its favorable content, the practical and immediate application of this decision by interested companies involves significant legal risks that cannot be ignored.
The key point of attention for taxpayers is the fragile nature of the injunction. As a provisional decision based on a preliminary and summary analysis, without a full examination of the merits, there is a material risk of reversal over the course of the proceedings. The injunction may be suspended or revoked at any time, whether due to an appeal filed by the National Treasury or by a final judgment on the merits issued by the same court.
The revocation of the injunction may result from the Judiciary ultimately validating the dividend distribution rule set forth in Law No. 15,270/2025, which is the substantive background of the dispute, but also from procedural issues—unrelated to the taxation itself—such as disputes over the proper authority to be named as defendant or the court with jurisdiction to hear the case.
Effects of the Revocation of the Injunction
If the injunction is revoked or the action is ultimately dismissed, the judicial protection disappears as if it had never existed. This means that any taxes that were not withheld or paid under the protection of the decision become immediately due.
Therefore, the greatest danger for companies is not merely the revocation of the injunction, but the fact that it may occur when it is already too late to comply with the rule set forth in Law No. 15,270/2025. The new rule requires that the decision regarding the distribution of 2025 profits be formally approved by December 31, 2025. While the injunction currently suspends this obligation, its provisional nature means it may be overturned at any time by higher courts.
The trap is straightforward: if a company decides not to deliberate on and formally approve the dividend distribution by the end of December in reliance on the injunction, and that decision is later overturned in the course of 2026, it will no longer be possible to comply with the statutory deadline. Once December 31 has passed, the opportunity to qualify for the exemption provided by law will, in principle, have expired.
In this scenario, the least risky strategy remains to assess the particularities of each case in order to approve the dividend distribution within the deadline set forth in the challenged legislation, thereby ensuring eligibility for the tax exemption.
The Tax Law Practice Group of Marins Bertoldi Advogados is closely monitoring developments on this matter and remains available to clarify any questions related to the issue.
