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An Important Ruling for Developers, Real Estate Companies, and Real Estate Holding Companies<\/em><\/p>\n On October 19, 2026, the Federal Supreme Court (STF) concluded the proceedings in Constitutional Appeal No. 1,495,108 (General Repercussion Topic 1,348) and ruled, by a vote of 8 to 2, that the ITBI exemption for the contribution of real estate as capital also applies to companies whose primary activity is the purchase and sale, rental, or leasing of real estate.<\/p>\n The case involved the extension of the ITBI exemption provided for in Article 156, paragraph 2, item I, of the Federal Constitution. According to that provision, \u201cITBI is not levied on the transfer of assets or rights incorporated into the assets of a legal entity as part of a capital contribution, nor on the transfer of assets or rights resulting from a merger, consolidation, spin-off, or dissolution of a legal entity, unless, in such cases, the acquirer\u2019s primary activity is the purchase and sale of such assets or rights, the leasing of real estate, or financial leasing.\u201d<\/p>\n The controversy centered on whether the waiver of immunity for companies whose primary activity is real estate was limited to cases of corporate reorganizations, or whether it also extended to capital contributions (as the municipalities argued).<\/p>\n The opinion of the reporting justice, Justice Edson Fachin, prevailed, according to which ITBU immunity is waived for real estate activities only in corporate reorganization transactions, but not in capital contributions. This interpretation must be followed by all courts in the country.<\/p>\n The following principle of general repercussion was then established: \u201cThe ITBI tax exemption, provided for in Article 156, paragraph 2, subparagraph I, regarding the formation of share capital through the contribution of property and assets, is unconditional and, therefore, not contingent on the company\u2019s primary real estate activity.\u201d<\/p>\n The confirmation of broad ITBI exemption for the contribution of real estate to a company\u2019s capital primarily benefits:<\/p>\n real estate companies and developers that receive real estate as a capital contribution;<\/p>\n asset and family holding companies used in estate and succession planning; and<\/p>\n economic groups that reorganize real estate assets among companies.<\/p>\n ITBI exemption, however, is not unlimited.<\/p>\n For this reason, each transaction must be structured and documented with careful attention to the value assigned to the properties, the actual payment of capital, and the economic substance of the transaction.<\/p>\n In principle, yes. Anyone who has paid ITBI when contributing real estate to a company\u2019s capital stock in the last five years may file a refund request. However, the effects of the decision may be modified in any motions for clarification, which could limit the amount recoverable.<\/p>\n The tax team at LBM Advogados can advise companies and investors on contributing real estate as capital, defending against ITBI assessments, and recovering amounts paid in error, taking into account the applicable deadlines and any potential modification of the decision\u2019s effects by the STF. [Contact our team]<\/p>\n<\/div>\n<\/div>\n <\/p>","protected":false},"excerpt":{"rendered":" An Important Ruling for Developers, Real Estate Companies, and Real Estate Holding Companies On October 19, 2026, the Federal […]<\/p>\n","protected":false},"author":2,"featured_media":3327,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[8],"class_list":["post-3326","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-informativo"],"acf":[],"yoast_head":"\nTopic 1,348: What Did the STF Decide?<\/h4>\n
\nWho benefits from this decision?<\/h4>\n
Be aware of the decision\u2019s limitations!<\/h4>\n
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\nIs it possible to request a refund of ITBI paid?<\/h4>\n
How LBM Advogados Can Help<\/h4>\n