Author name: LBM Advogados

Tax Reform

Tax Reform and Imports of Small-Value Goods via Digital Platforms: What Lies Ahead?

The tax reform approved by Constitutional Amendment 32/2023 has introduced significant changes to the tax treatment of imports of small-value goods, particularly those purchased by individuals through international digital platforms such as Shein, Shopee, and AliExpress. So, what can we expect over the next few years? End of Import Tax Exemption for Purchases Up to $50 Until August 2024, international purchases valued up to $50 made by individuals were exempt from import tax. However, this exemption has been revoked under Law No. 14.902/2024, and these purchases are now taxed under the Simplified Taxation Regime (RTS), with an import tax set at 20%. Additionally, these purchases are subject to ICMS, with rates varying between 17% and 20% depending on the destination State. How Does Tax Reform Impact “Blouses”? Starting in 2026, the Contribution on Goods and Services (CBS) will be introduced, replacing PIS and COFINS. The initial CBS rate will be 0.9% and will gradually increase until it is fully implemented in 2027. Additionally, the Tax on Goods and Services (IBS), which will replace the ICMS and ISS, will be rolled out in stages beginning in 2029. According to the reform regulations outlined in Supplementary Law 214/2025, the IBS and CBS rates for imports will equal those applied to similar goods sold in the domestic market, subject to specific tax regimes (Article 71). However, only international shipments that meet the following three criteria will be exempt from IBS and CBS: i) are exempt from import tax, ii) are sent directly between individuals, and iii) are not facilitated by digital platforms (Article 94). This means that online purchases made by individuals, even those under US$ 50, will no longer be exempt and will still be subject to the CBS and, in the future, IBS. Expectations for the Coming Years Based on the transition model for the new tax system, ICMS will continue to be applied to import operations until 2032. This means that for several more years, ICMS will coexist with the new taxes, which could signal the end of the era of exempt “blouses” and more economical consumption alternatives. However, for both state and federal governments, increasing taxes on small international purchases could help protect local businesses and boost revenue.

Doing Business in Brazil

How to Start a Business in Brazil: A Quick Guide for Foreign Investors

Starting a business in Brazil can be rewarding, thanks to the country’s vast market, natural resources, and growing digital infrastructure. Brazil has made strides in simplifying business formation and improving digital access to government services in recent years. However, navigating Brazil’s legal and tax systems remains complex. For a successful market entry, foreign investors should understand the available business structures, regulatory requirements, and the importance of working with local legal and tax advisors. Business Structures Available to Foreign Investors in Brazil Foreign investors can operate in Brazil either by establishing a local entity or, in limited cases, through a foreign entity, with or without establishing a permanent presence. While most sectors are open to foreign ownership, industries such as telecommunications, aviation, media and national defense are subject to specific restrictions. Subsidiary vs. Branch in Brazil Operating as a branch of a foreign company requires prior approval from the Brazilian federal government – a typically bureaucratic and time-consuming process. Branches are rarely used, except in regulated sectors such as banking and aviation. In contrast, setting up a Brazilian subsidiary is the most common and efficient structure for foreign companies. Subsidiaries offer greater operational independence, simplified compliance, and fewer legal hurdles. Mandatory Registration for Foreign Direct Investment All foreign direct investments must be registered with the Brazilian Central Bank (BACEN). Whether the investor is an individual or a foreign legal entity, they must: Step-by-Step: Incorporating a Company in Brazil The timeline for incorporating a company in Brazil typically ranges from 30 to 60 days, depending on the location and the industry. Key steps include: Legal Entity Options in Brazil Understanding the different types of legal entities is critical when choosing how to structure your business in Brazil. The following are the most common types: 1. Limited Liability Company (Sociedade Limitada – Ltda.) 2. Corporation (Sociedade Anônima – S.A.) 3. Sole Proprietorship (Empresa Individual) 4. Silent Partnership (Sociedade em Conta de Participação – SCP) 5. Consortium (Consórcio) Choosing the Right Tax Regime in Brazil The tax regime your company will follow in Brazil depends on its size, industry, and projected income. The three main options are: Selecting the appropriate tax model is crucial for operational efficiency and long-term compliance. Always consult a tax advisor to evaluate your company’s specific profile. Final Thoughts: The Importance of Legal Guidance While Brazil welcomes foreign capital and offers multiple options for establishing a business, launching a company here requires a strategic approach. Key factors for a successful entry include understanding the local regulatory landscape, selecting the correct legal entity, and ensuring compliance with tax and investment regulations. Partnering with experienced local legal and tax advisors can help you navigate Brazil’s legal environment confidently and minimize risks. Get expert guidance from professionals who understand the legal, tax, and regulatory requirements of doing business in Brazil. Contact us today for tailored support.

Information​

Attention to the deadline for submitting the Foreign Direct Investment Statement to the Brazilian Central Bank: March 31, 2025

Check below if your company with foreign participation must submit the Annual and Quarterly Statements to the Brazilian Central Bank (BCB), according to Articles 37 and following of Resolution BCB No. 278/2022. Who must declare? a) Annual Statement: all recipients of foreign direct investment who, on December 31st, 2024, hold total assets of BRL 100 million or more. b) Quarterly Statements: all recipients of foreign direct investment who, on March 31st, 2025, June 30th, 2025, and September 30th, 2025, hold total assets of BRL 300 million or more Deadlines for submission Base Data31.12.2024 -> 10.02.2025 up to 31.03.202531.03.2025 -> 01.04.2025 up to 30.06.202530.06.2025 -> 01.07.2025 up to 30.09.202530.09.2025 -> 01.10.2025 up to 31.12.2025 What to declare? (i) Corporate structure and identification of non-resident investors;(ii) The recipient’s book and economic value;(iii) The recipient’s operating and non-operating profit(iv) the recipient’s supplementary accounting data;(v) Sector of activity, employment, revenue, technology, and international trade.  How todeclare? The Periodic Statements of Foreign Direct Investment must be submitted through the Foreign Capital Census System. The Declarant’s Manual and additional information on submission are available on BCB’s website. Penalties and Information Safekeeping Delay, failure to submit, or submission of incorrect, false, or incomplete information may subject the declaring legal entity to fines of up to BRL 250,000.00. Those responsible must keep the supporting documentation for the information provided for five (5) years. Count on our team for guidance and support in submitting your statements to the Brazilian Central Bank.

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