By Matheus André Ribeiro and Rafael Pilch de Matos
Brazil’s Tax Reform emerges with the promise of simplifying the tax collection system, reducing bureaucracy, and increasing transparency in the assessment of taxes—objectives that align with the stimulation of new investments, job creation, and the strengthening of the country’s competitiveness on the global stage.
The replacement of taxes such as PIS, Cofins, IPI, ICMS, and ISS with a dual value-added tax (VAT) model—structured around the federal Contribution on Goods and Services (CBS) and the shared Goods and Services Tax (IBS)—represents not only a fiscal shift but a structural transformation with deep implications for the business environment.
Contracts executed under the logic of the current tax system inherently reflect the complexities, distortions, and specificities that characterize Brazilian taxation. As the system transitions to a VAT-like model, the way costs are transferred, profit margins are projected, and risks are allocated between the parties will require careful reassessment. Clauses establishing fixed prices, adjustment formulas, or compensation criteria tied to gross revenue may become inappropriate or lead to economic imbalances, especially in long-term contracts. In this context, contractual revision mechanisms—grounded in the theory of unforeseeability and the principle of good faith—gain relevance as tools to preserve the balance of contractual obligations.
The most sensitive areas tend to be those in which taxation directly affects the economic flow between the parties. In supply and distribution agreements, for example, the simplification of the credit-and-debit chain promises to eliminate cumulative distortions but simultaneously requires pricing model revisions and may significantly affect distributor margins. In franchise agreements, the new rules for calculating taxes on royalties and periodic fees may affect both franchisors and franchisees, influencing network expansion models. Construction and infrastructure contracts—whose execution spans several years—face even greater risk: potential changes in the tax burden over time may compromise the economic feasibility of entire projects, requiring periodic renegotiations and contractual amendments.
This scenario is further complicated by the fact that, to date, the precise rates of the dual VAT have not yet been established, making it difficult to measure the reform’s impact on business activities and to develop strategic planning for the coming years.
Against this backdrop, adaptive clauses gain prominence as mechanisms designed precisely to address scenarios of uncertainty. The inclusion of so-called “fiscal adaptability clauses”—which allow parties to renegotiate prices and conditions in the event of material changes in tax legislation—is likely to become a recommended practice. Likewise, dispute resolution mechanisms such as arbitration specialized in tax matters (as seen, for example, in Bill 124/22, currently pending Senate review) may provide greater agility and legal certainty, preventing prolonged litigation. Cooperation between contracting parties, supported by express duties of transparency and the sharing of tax-related information, also emerges as a tool for risk mitigation and the strengthening of mutual trust.
Adaptation, however, goes beyond isolated contractual adjustments. Organizations will need to undertake a substantive restructuring of their internal processes. Preventive audits of existing contracts will become essential to identify which agreements are most exposed to fiscal changes. Legal and finance teams will require training to correctly interpret and apply the new rules, demanding integrated collaboration with accounting and compliance departments. Moreover, companies must closely monitor forthcoming complementary regulations governing the reform, as well as the jurisprudence that will inevitably develop to address gaps and resolve disputes.
Throughout this transition, the principles of good faith and the social function of contracts take center stage. It is not enough for each party to protect its own interests in isolation: a collaborative posture will be required to preserve the continuity of business relationships and ensure stability in the commercial environment. Although the tax reform brings promises of simplification and rationalization, it also generates the uncertainties typical of a change of this magnitude. Turning these uncertainties into opportunities will depend on the ability of businesses to review, renegotiate, and redesign their contracts in a flexible and strategic manner.
Thus, it can be said that the impact of the tax reform on business contracts goes beyond technical adjustments to new rates or calculation formulas. It requires rethinking the role of contracts as dynamic instruments capable of absorbing legislative changes and preserving the economic balance between the parties amid structural transformation. The challenge is clear: to align legal certainty with adaptive capacity so that contracts continue to serve as drivers of economic development in a country seeking greater efficiency and predictability in its tax system.
The team at Marins Bertoldi Advogados closely follows the impacts of the Tax Reform and is available to assist companies in risk assessment, contract review, and the development of strategies aligned with the new fiscal landscape.
