{"id":7342,"date":"2026-05-28T10:32:18","date_gmt":"2026-05-28T13:32:18","guid":{"rendered":"https:\/\/marinsbertoldi.com.br\/?p=7342"},"modified":"2026-05-28T10:32:18","modified_gmt":"2026-05-28T13:32:18","slug":"tax-reform-and-the-infrastructure-sector-impacts-challenges-and-opportunities","status":"publish","type":"post","link":"https:\/\/marinsbertoldi.com.br\/en\/tax-reform-and-the-infrastructure-sector-impacts-challenges-and-opportunities\/","title":{"rendered":"Tax Reform and the Infrastructure Sector: Impacts, Challenges and Opportunities"},"content":{"rendered":"\n

By Luiza Fran\u00e7a Pecis<\/strong>

With the Tax Reform introduced by Constitutional Amendment No. 132\/2023 and regulated by Complementary Law No. 214\/2025, the Tax on Goods and Services (IBS), the Contribution on Goods and Services (CBS), and the Selective Tax (IS) were instituted. The new framework redesigns the taxation of the infrastructure sector, gradually replacing IPI, PIS\/Cofins, ICMS and ISS with a dual VAT model.<\/p>\n\n\n\n

The transformation is structural: it affects contracts, special regimes, crediting rules, ancillary obligations, tax rates, territorial aspects (destination-based taxation), cash flow (split payment), and project pricing, generating profound impacts on the business environment of the sector.<\/p>\n\n\n\n

Under the scenario prior to the Tax Reform, the infrastructure sector benefited from a series of state tax incentives and federal special regimes. The most relevant special regimes were the following:<\/p>\n\n\n\n

REIDI (Special Incentive Regime for Infrastructure Development): temporary suspension of the collection of PIS and Cofins on goods and services incorporated into infrastructure implementation or expansion projects.<\/p>\n\n\n\n

REPORTO (Tax Regime for the Incentive to the Modernization and Expansion of Port Infrastructure): suspension of the payment of Import Duty (II), IPI, PIS-Importation and Cofins-Importation on the purchase or importation of machinery, equipment and replacement parts, when directly imported by beneficiaries of the regime and allocated to their fixed assets.<\/p>\n\n\n\n

RET (Special Taxation Regime): allows developers to collect a unified rate of 4% on monthly revenue (PIS, Cofins, IRPJ and CSLL) in projects subject to segregated assets. Projects under Minha Casa Minha Vida (MCMV) benefit from a reduced rate of 1%.<\/p>\n\n\n\n

The transition of special regimes is also regulated by Complementary Law No. 214\/2025, referred to as the \u201cTax Reform Law\u201d or the \u201cDual VAT Law\u201d.<\/p>\n\n\n\n

REIDI is absorbed and recalibrated within the new system. Article 106 of the Tax Reform Law maintains the rule of tax suspension (with subsequent conversion into a zero rate) for imports and domestic acquisitions of goods and services intended for use or incorporation into infrastructure works classified as fixed assets, expanding the scope of the special regime through the inclusion of CBS and IBS (the IBS exemption reaches taxes that were not covered under the previous system, such as ICMS and ISS).<\/p>\n\n\n\n

REPORTO is temporarily preserved, pursuant to Article 105 of the Tax Reform Law. The regime will be discontinued on December 31, 2028 (prior to the progressive implementation of IBS), a circumstance that should encourage the anticipation of capital investments aimed at port and logistics infrastructure, especially those related to the acquisition of high-value equipment, with long acquisition cycles and significant indirect tax burdens (such as II, IPI and PIS\/Cofins-Importation).<\/p>\n\n\n\n

Regarding RET, the legislation establishes that developments opting for the regime until December 31, 2028 will be subject to CBS at the reduced rates of 2.08% or 0.53% (for properties classified as social housing). As of January 1, 2029, the special regime will no longer cover CBS and will apply only to income taxation (IRPJ and CSLL).<\/p>\n\n\n\n

In addition, special customs regimes and tax relief for the acquisition of capital goods were preserved (Articles 108 to 111).<\/p>\n\n\n\n

Within the scope of ICMS, the gradual extinction of state tax benefits or incentives \u2013 such as deferrals, exemptions, presumed credits and reductions of tax bases or rates \u2013 imposes significant challenges on the infrastructure sector. Although the transition extends until 2032, the gradual suppression of tax relief rules will directly impact the economic and financial feasibility of projects, requiring the repricing of investments and the reassessment of the allocation of tax risks.<\/p>\n\n\n\n

On the other hand, the Tax Reform introduces full non-cumulativity for CBS and IBS, ensuring broad use of credits on raw materials, intermediate products and services transacted throughout the chain. The new paradigm tends to mitigate part of the tax controversies previously faced by the sector, especially with regard to the taxation of inputs consumed during the implementation and operation of infrastructure projects (such as electricity, administrative materials and telecommunications services), reducing distortions and making the cost structure more transparent.<\/p>\n\n\n\n

Another point requiring attention concerns the impacts of the Tax Reform on long-term contracts, since infrastructure projects involve complex agreements, robust investments and extended execution periods.<\/p>\n\n\n\n

The introduction of the new dual VAT-based taxation system (CBS and IBS) may substantially affect the economic and financial equation underlying the pricing of infrastructure projects and major construction works. Therefore, special attention is required during the transition period, particularly due to the coexistence of distinct tax regimes.<\/p>\n\n\n\n

The schedule established by the Tax Reform provides for a gradual implementation between 2026 and 2032, with the definitive extinction of the old taxes and the full effectiveness of the new model only in 2033. In 2026, the testing phase begins, with symbolic rates (CBS at 0.9% and IBS at 0.1%), requiring disclosure on tax documents and compensation mechanisms to neutralize the financial impact. In 2027, the Selective Tax enters into force and the federal \u201cturning point\u201d occurs: PIS and Cofins are extinguished and CBS begins to be levied at the reference rate; IPI rates are reduced to zero, except for exceptions related to the Manaus Free Trade Zone. Between 2029 and 2032, ICMS and ISS are gradually reduced, while IBS progressively gains participation in revenue collection. The transition stage will end in 2033, with the full effectiveness of IBS and CBS.<\/p>\n\n\n\n

This schedule has direct implications for contracts signed today: a project with a six-year execution period will go through at least three distinct moments of tax change. Thus, the coexistence of two tax systems until 2033 creates an additional layer of risk for the pricing of these contracts.<\/p>\n\n\n\n

Complementary Law No. 214\/2025 recognizes this challenge and devotes a specific chapter to the economic and financial rebalancing of administrative contracts (contracts entered into by the direct or indirect public administration of all federative entities, including concessions and PPPs), executed after the law entered into force or with proposals submitted before its effectiveness. Pursuant to Article 374 of the Tax Reform Law, contracts may be adjusted to \u201censure the restoration of the economic and financial balance due to the alteration of the effective tax burden borne by the contractor as a result of the impact of the institution of IBS and CBS, in cases where the imbalance is proven\u201d.<\/p>\n\n\n\n

This review may occur either at the initiative of the public administration or of the contractor. In the former case, the procedure may be initiated ex officio when a reduction in the effective tax burden borne by the contractor is identified, ensuring the right to adversarial proceedings and manifestation.<\/p>\n\n\n\n

On the other hand, if the initiative comes from the contractor, the private party must request the restoration of the economic and financial balance of the contract through a specific and exclusive administrative procedure, either upon each tax change causing imbalance or in a consolidated manner covering the changes expected during the transition period. The request must be submitted during the term of the contract and prior to any extension, and must be supported by calculations and evidence proving the effective economic and financial imbalance.<\/p>\n\n\n\n

Among the possible measures for economic and financial rebalancing are: revision of contractual amounts; financial compensation; tariff adjustments; renegotiation of terms and conditions; increase or reduction of amounts owed to the public administration; transfer of costs between the parties; or other methods permitted under the applicable legislation.<\/p>\n\n\n\n

In light of all these changes, navigating the transition scenario \u2014 with contractual risks, windows of special regimes and progressive changes \u2014 requires close and specialized monitoring. Issues such as the rebalancing of long-term contracts, the management of IBS and CBS credits, the transformation of special regimes and the revision of tax clauses in concessions and PPPs require careful analysis.<\/p>\n\n\n\n

At the outset, attention should focus on at least three simultaneous fronts:<\/p>\n\n\n\n

The first concerns the review of existing contracts: adjustment clauses, allocation of tax risks and provisions regarding the transfer of charges must be reassessed in light of the new system, identifying where exposure exists and where there is room for rebalancing.<\/p>\n\n\n\n

The second front involves tax planning for the prospective structuring of projects under development \u2014 any pricing model that ignores the transition schedule between 2026 and 2033 will be subject to significant distortions in the economic and financial equation.<\/p>\n\n\n\n

The third, no less important, is credit management: the full non-cumulativity of IBS and CBS creates concrete opportunities for reducing the tax burden which, if not mapped in advance, are likely to be wasted in day-to-day operations.<\/p>\n\n\n\n

As demonstrated, the Tax Reform inaugurates a new chapter for the infrastructure sector. It is not merely a change in taxes or tax burden, but rather a structural reconfiguration of how projects are conceived, priced and executed in the country.<\/p>\n\n\n\n

Marins Bertoldi Advogados is available to assist companies and infrastructure sector agents in project structuring, contract review and adaptation to the new tax system.<\/p>\n\n\n\n

<\/p>\n","protected":false},"excerpt":{"rendered":"

By Luiza Fran\u00e7a Pecis With the Tax Reform introduced by Constitutional Amendment No. 132\/2023 and regulated by Complementary Law No. […]<\/p>\n","protected":false},"author":3,"featured_media":7337,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"wds_primary_category":646,"footnotes":""},"categories":[646],"tags":[119,72],"class_list":["post-7342","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-articles","tag-direito-tributario","tag-tributario"],"_links":{"self":[{"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/posts\/7342","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/comments?post=7342"}],"version-history":[{"count":0,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/posts\/7342\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/media\/7337"}],"wp:attachment":[{"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/media?parent=7342"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/categories?post=7342"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/marinsbertoldi.com.br\/en\/wp-json\/wp\/v2\/tags?post=7342"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}