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Gifting holding company quotas: what Complementary Law 227 now treats as a gift

Sidnei Pedro Dias

Father and son reviewing family documents: gifting holding quotas after Law 227

Published on November 5, 2026.

Families who set up a holding company in Brazil usually pass the quotas (the ownership units of a Brazilian limited company) to their children as a gift, often with the parents keeping a usufruct and in installments over the years. Some families prefer to sell the quotas to their children, forgive debts between relatives or leave the company's profits with whoever received the bare ownership. Complementary Law 227/2026, of January 13, 2026, created nationwide general rules for the ITCMD, Brazil's state tax on inheritances and gifts, and began treating several of these transactions as gifts, with tax due. In the state of Goiás, most of these rules were already in the State Tax Code since 2013, which makes it even more important to review holdings that were set up without this care.

What the law now treats as a gift

Under the new law, a gift is any free act by which someone transfers assets or rights to another person. Article 147, VI, of Complementary Law 227/2026 expressly lists, among other cases:

  • the free transfer of quotas or shares of a company;
  • the forgiveness of a debt that arose from a paid transaction between related persons;
  • the free passing of income the usufructuary did not collect from the usufructuary to the bare owner;
  • a transaction presented as a sale that actually hides a gift.

Related persons, under the law, are the spouse, the partner and relatives up to the third degree, by blood or by marriage, as well as companies linked to them or to the partners themselves (art. 147, II). This includes parents, children, grandchildren, siblings, uncles and aunts, nephews and nieces, parents-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.

Selling quotas to your child: when the sale becomes a gift

The law presumes that a sale hides a gift when the buyer cannot prove the financial means to pay or when the buyer is related to the real beneficiary (art. 147, sole paragraph). In practice, a sale of quotas from a parent to a child without a traceable payment made with the child's own funds is likely to be taxed as a gift, with the tax calculated on the market value of the quotas.

Goiás already had a similar rule. Article 72-A of the State Tax Code treats as a gift, among other situations, a sale or assignment to someone who cannot prove payment with their own funds, a purchase paid by a third party, a loan between parents and children with no repayment term, interest, inflation adjustment or registration, and a capital contribution without proof of the person's own funds.

Usufruct and holding profits: the point most often overlooked

When quotas are gifted with a reserved usufruct, the parents keep the right to receive the profits of the gifted quotas. When those profits do not reach the parents and end up benefiting the children, Complementary Law 227/2026 treats the transfer as a gift (art. 147, VI, "d").

In Goiás, article 72-A also treats as a gift the use of reserves and profits to pay for quotas in a contract between parents and children, and the incorporation of accumulated profits into capital in favor of whoever holds the bare ownership. For this reason, the way profits are distributed, the minutes and the capital changes of the holding must be consistent with the usufruct set out in the articles of association.

Gifts in installments are now added together

Gifting quotas little by little to stay in the lower tax brackets has lost much of its effect. Complementary Law 227/2026 requires adding together the gifts made by the same donor to the same recipient within the period set by each state's law. The tax is recalculated with each new gift, on the total, and what has already been paid is deducted (art. 155).

In Goiás this period already exists: article 77-A of the State Tax Code adds together the gifts between the same persons made in the last 12 months. Goiás rates range from 2% to 8% and apply bracket by bracket (art. 78): 2% up to BRL 25,000, 4% from BRL 25,000 to BRL 200,000, 6% from BRL 200,000 to BRL 600,000 and 8% on anything above that.

What a quota is worth at the time of the gift

For quotas of companies not traded on a stock exchange, the ITCMD base must be calculated using an appropriate technical method and cannot be lower than the net equity adjusted to market value, plus the value of the goodwill (art. 154, II, of Complementary Law 227/2026). A holding with real estate recorded at its old purchase price pays the tax on the current value of that property.

Goiás already required this calculation. Since 2013, article 77-B of the State Tax Code requires quotas to be valued at net equity adjusted to market value, based on a balance sheet prepared for this purpose, plus goodwill. A gift of quotas declared at book value is subject to review by the tax authorities within the legal deadline.

The other bill: income tax on the gift

In a gift made as an advance on the inheritance, the donor may transfer the assets at the value shown in their income tax return or at market value. If the donor chooses market value, the difference between the two values is subject to capital gains income tax, paid by the donor (art. 23 of Law 9.532/1997). This cost belongs in the calculation when the family decides how and when to make the gift.

Are the new rules already in force?

Complementary Law 227/2026 has been in force since its publication on January 14, 2026 (art. 182). Part of the rules, however, expressly depends on each state's law, such as the period for adding gifts together and the way quotas are valued, and experts disagree on whether the other points apply before the states adapt their laws. When a state law raises the tax, collection can only begin in the year after its publication and after 90 days have passed (art. 150, III, "b" and "c", of the Brazilian Constitution). In Goiás, as shown above, the main rules were already in state law before Complementary Law 227/2026.

Which state charges the tax also matters. For real estate, the ITCMD belongs to the state where the property is located. For quotas, which are movable assets, the gift is taxed by the state where the donor is domiciled (art. 155, § 1, of the Brazilian Constitution).

What to review in an existing holding

  1. The gifts of quotas already made, with dates, declared values and ITCMD payment slips.
  2. The method used to value the quotas and whether a market-value balance sheet was prepared.
  3. Sales or assignments of quotas between relatives and proof of payment with the buyer's own funds.
  4. The distribution of profits since the gift with usufruct, with minutes and receipts.
  5. Loans between the family and the holding, with a contract, term and inflation adjustment.
  6. Capital increases and the incorporation of profits or reserves.

Each case needs its own analysis, because the outcome depends on the state, the assets and the family structure.

SPD Advocacia works on estate planning and on setting up and reviewing family holdings throughout Brazil, including for families who live abroad, with more than 40 holdings set up in 2026 alone. If your family already has a holding, the holding company review page lets you send the articles of association and documents for analysis. To learn how a holding is structured, see the family holding page. In any situation, consult a lawyer you trust before gifting or selling quotas. For the broader picture of the ITCMD changes, see also Family holding and Brazil's new ITCMD in 2026.

Frequently asked questions

Does gifting quotas with a reserved usufruct still make sense?

It can, because the arrangement is still allowed and helps organize succession with the parents in control. What changed is the care required with the valuation of the quotas, with the usufruct profits and with gifts in installments.

Does selling the quotas to my child avoid the ITCMD?

Only when the sale is real, at a compatible price and with payment proven to come from the child's own funds. Without that, the law presumes a gift and the tax is charged on the market value of the quotas.

I have already gifted quotas in installments. Do I need to do anything?

It is worth checking the dates, values and payment slips, because gifts between the same persons within the period set by state law are added together to calculate the rate. In Goiás, the period is 12 months.

I live in another state. Do the Goiás rules apply to me?

For gifts of quotas, the law of the state where the donor lives applies. Real estate follows the law of the state where it is located. Complementary Law 227/2026 applies to every state, but each one applies its own rates and periods.

Official sources

By Sidnei Pedro Dias, lawyer, OAB/GO 48.603, OAB/DF 68.207 and OAB/SP 501.693.

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