Short notes on new decisions and rules, signed by the firm. Published when there is something to say, not on a calendar.
A manufacturer and an independent reseller may bid in the same Brazilian public tender; Law No. 14,133/2021 bars only controlling companies, controlled companies and affiliates from competing against each other. The risk lies in coordination: sharing intended prices among competitors may point to collusion.
From 2027, the CBS replaces PIS and Cofins and the IBS phases in. A holding company that leases or sells real estate is in the new system from the start; an individual only above the thresholds in Complementary Law No. 214/2025. December 31, 2026 sets the starting value of the holding company’s adjustment reducer.
ICT Law beneficiaries can meet part of their RD&I obligation by investing in FIPs that back startups. The investment counts only once the quotas are paid in and, for a non-accredited fund, after the MCTI accepts the reporting in the RDA.
A limitada’s debts belong to the company. Personal assets are reached through a personal guarantee, the quotaholder’s own conduct, or veil piercing, which the STJ in Topic 1,210 now requires to be proven in civil and commercial matters.
Under a convertible loan the investor is a lender, and interest is subject to withholding at 22.5% down to 15%. After conversion, selling the stake produces a capital gain, from 15% to 22.5%. A liquidation preference changes the split, not the nature of what is received.
The multiple, participation in the remaining proceeds and seniority decide how much is left for the founders in a sale. In Brazil the clause usually starts life in a convertible loan agreement, and conversion is where the protection is lost or confirmed.
In Topic 1,113 the Superior Court of Justice held that a municipality may not set the ITBI base in advance on a reference value of its own. Complementary Law No. 227/2026 added four paragraphs to article 38 of the Tax Code and reopened the debate, without retroactive effect.
Under Law No. 14,133/2021 the request to restore the economic balance must be filed while the contract is in force and before any extension. The deadline did not exist before, and the Federal Court of Accounts treats an extension signed without reservation as a waiver.
The clause allocates the cost of pre-closing liabilities between buyer and seller, but it does not prevent the tax authorities, an employee or a creditor from collecting from the buyer. The outcome is decided by the security left by the seller, not by the drafting.
Law No. 14,451/2022 reduced the quorum for amending the articles of association from three quarters to more than half of the capital. For companies incorporated earlier, the answer depends on how the quorum clause was drafted.
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