Presidential Sanction and Enactment of Law No. 15,270/2025 Confirm the Relevance of Corporate Decisions in 2025 Regarding Dividends Related to Profit Reserves Accumulated up to 12.31.2025
On November 05, 2025, the Federal Senate unanimously approved Bill No. 1,087 of 2025 (“Bill No. 1,087/2025” or the “Bill”) aimed at amending the Income Tax (“IT”) legislation, specifically, among other aspects, to establish the so-called minimum taxation on high income for resident individuals (“IRPF-M”) and to impose withholding IT (“WHT”) on profits and dividends. On November 26, 2025, the text was sanctioned by the President of the Republic, and on November 27, 2025, Law No. 15,270, of November 26, 2025 (“Law No. 15,270/2025” or the “Law”) was enacted and published, with effects beginning on January 01, 2026.
For taxable events occurring as of January 01, 2026, Law No. 15,270/2025 establishes/creates, among other relevant aspects:
(i) within the scope of the IRPF-M (through the amendment of Law No. 9,250, of 12.26.1995 – “Law No. 9,250/1995”, to which Law No. 15,270/2025 has newly introduced Article 6-A): a 10% WHT when profits and dividends are paid, credited, allocated or delivered by the same legal entity to the same Brazil-resident individual (“PF/BR”) in an amount exceeding R$ 50,000.00 within the same month;
(ii) as to foreign investors (through the amendment of Law 9,249 of 12.26.1995 – “Law No. 9,249/1995”, to whose article 10 Law No. 15,270/2025 has newly introduced paragraph 4): a 10% WHT on profits and dividends paid, credited, delivered, allocated or remitted abroad (regardless of whether the beneficiary resident abroad is an individual, legal entity or non-personified entity), irrespective of a monthly limit.
On the other hand, for profits and dividends related to results accrued up to the 2025 calendar year, Law No. 15,270/2025 establishes specific rules to maintain the WHT/IRPF-M exemption, requiring that:
(i) the distribution be approved/resolved by December 31, 2025 by the corporate body competent for such resolution;
(ii) the profits/dividends be due in accordance with civil or corporate law, provided that their payment, credit, allocation or delivery occurs under the terms originally provided for in the approval act;
(iii) in the case of a PF/BR beneficiary (for IRPF-M purposes), the payment, credit, allocation or delivery:
- occurs in 2026, 2027 or 2028 – the text of the Law expressly provides this possibility (to maintain the exemption) specifically for purposes of IRPF-M assessment, leaving room for doubt as to whether it also encompasses WHT; and
- complies with the terms originally defined/resolved in the corporate act through which the distribution was approved/resolved by December 31, 2025.
Thus, with respect to profits and dividends arising from results accrued up to the 2025 calendar year (eligible for IT exemption), corporations must assess how to reconcile/enable the adoption of the new tax rules vis-à-vis the rules set forth in Law No. 6,404/1976 (“Corporations Law”) regarding the deadlines for:
(i) approval/resolution of dividend payments by December 31, 2025 (Articles 6-A and 16-A of Law No. 9,250/1995 and Article 10, paragraph 4 of Law No. 9,249/1995, as introduced by Law No. 15,270/2025): as noted, the new tax rule requires that the distribution of profits/dividends be approved/resolved by December 31, 2025 by the competent corporate body; however, the Corporations Law ensures (under Article 132, II) that the company has the first four months following the end of the fiscal year to hold the general shareholders’ meeting to resolve on allocation of net income for the year and distribution of dividends. In this regard, the tax rule, by requiring approval/resolution of the distribution of profits/dividends by December 31, 2025, not only sets a deadline detached from the corporate rule but also creates practical infeasibility for companies to have the year’s profit determined, reviewed and audited on December 31. This may lead to inconsistencies between the profits/dividends indicated in the approval/resolution act and in the results actually ascertained by the company, which may potentially jeopardize the fulfillment of the requirement that the payment/credit/allocation/delivery of the dividends “complies with the terms provided in the approval act carried out by December 31, 2025”;
(ii) having the option to pay/credit/allocate/deliver dividends in the years 2026, 2027 and 2028 (paragraph 1, item XII, item c of Article 16-A of Law No. 9,250/1995, as introduced by Law No. 15,270/2025): although the tax rule allows payment of profits/dividends up to 2028 for PF/BR beneficiaries, under the Corporations Law (Article 205, paragraph 3) dividend payments must occur: (i) within 60 (sixty) days from the date of approval (unless otherwise resolved by the general meeting); and (ii) in any case, within the same fiscal year of the corresponding approval/resolution. However, the tax rule conditions the exemption for profits/dividends accrued up to 2025 on approval/resolution by December 31, 2025, which would imply, for corporate law purposes, that payment must occur in 2025 (i.e., the same fiscal year of the corresponding approval/resolution). In this regard, two relevant considerations arise in case the company fails to comply with this provision of the Corporations Law:
(a) there are consistent arguments to support that the distribution of profits/dividends will not be disqualified as such, including for tax purposes;
(b) if the company is not a publicly-held corporation (in which case there could be sanctions by the Brazilian Securities Commission – “CVM”), there are no legal penalties (although any implications/penalties under the bylaws should be analyzed), and implications may arise for the company in relation to minority shareholders, who may demand that the dividend distribution occur in 2025 (in compliance with the Corporations Law).
We highlight that Bill No. 5,473, of October 29, 2025 (“Bill No. 5,473/2025”), introduced by Senator Renan Calheiros, may refine Law No. 15,270/2025, removing this impasse between the new tax rule and the Corporations Law: if approved with Amendment 75, the wording of Law No. 15,270/2025 will be more aligned with corporate legislation by providing that profits and dividends “whose distribution has been approved by the end of the legal deadline for holding the ordinary general meeting relating to the 2025 fiscal year, as per Article 132 of Law No. 6,404, of December 15, 1976, applicable to all corporate types, and which are due according to civil or corporate law,” shall not be subject to income tax (with respect to results accrued up to the end of 2025), “provided that the payment, credit, allocation or delivery occurs under the terms originally provided for in the approval act”. Thus, as highlighted by Senator Eduardo Braga in the Report on Bill No. 5,473/2025 published on November 26, 2025, the approval of the dividend distribution may occur “legitimately, until April 30, 2026, without this representing any undue postponement or irregular tax planning, but merely compliance with the ordinary legal and accounting procedure.”
As for limited liability companies, although their corporate regime is primarily governed by the Civil Code (which does not provide specific deadlines for the payment of profits/dividends), it is common for rules from the Corporations Law or corporate mechanisms that, in practice, also impose deadlines and formalities for resolution and payment of profits/dividends to supplementarily apply thereto; thus, the impacts of the new tax rules vis-à-vis the company’s articles of association must be assessed on a case-by-case basis.
Where the beneficiary of profits/dividends is a foreign investor, Law No. 15,270/2025 provides more restrictive wording (and consequently a more restrictive possible interpretation) for purposes of enjoying the exemption related to profits/dividends arising from results accrued up to 2025, which may even imply the need for payment, crediting, delivery, allocation or remittance of such profits/dividends abroad still in 2025 (to ensure enjoyment of said WHT exemption), since:
(a) the right to pay/credit/allocate/deliver dividends in 2026, 2027 and 2028 (available to PF/BR beneficiaries for IRPF-M purposes) was not extended to non-resident beneficiaries of profits/dividends;
(b) with the new wording of the heading of Article 10 of Law No. 9,249/1995, which will take effect on January 1, 2026, there will no longer be an exemption for non-resident investors/beneficiaries; and
(c) paragraph 5 of Article 10 of Law No. 9,249/1995, in setting forth the requirements for the WHT exemption on profits/dividends arising from results accrued up to 2025, makes reference to the heading of said Article 10, which, as mentioned above, as of January 1, 2026, no longer covers non-resident investors/beneficiaries.
In this regard, if there are no amendments to Law No. 15,270/2025 through Bill No. 5,473/2025 – which depends on an ongoing and uncertain legislative process – with respect to profits/results accrued up to December 31, 2025, in order to ensure enjoyment of the IT exemption, it will be necessary ( under the penalty of such profits/dividends, even if accrued up to December 31, 2025, becoming subject to the new dividend taxation regime as of January 2026):
(i) to define, still in 2025, the allocation of the company’s results, through effective resolution/approval of the dividend distribution (including capital increases using accumulated profits), with formalization of the corresponding corporate acts; and
(ii) to make the payment, credit, delivery, allocation or remittance of the profits/dividends abroad still in 2025. It is worth noting that there are grounds to consider that a capital increase using accumulated profits should be regarded as an “allocation” for purposes of IT legislation.
These elements demand, in practical terms, organization, still in 2025, of the schedule of shareholders’ meetings, minutes and corporate filings, especially for regulated entities, which may, depending on the chosen alternative (for example, capital increase), need to submit their corporate acts for prior approval by the regulator.
The Velloza Advogados team remains at your disposal to analyze specific scenarios, support the definition of the best strategy regarding profits accrued up to 2025, and structure the necessary corporate acts in light of the new dividend taxation regime.
