Holding · SPD Advocacia
Was your holding company set up before 2026? The contract and the operation deserve a review
In little more than a year, there were changes to the taxation of dividends, the presumed profit regime, ITBI (municipal real estate transfer tax) on capital contributions, ITCMD (state inheritance and gift tax) and the taxes on rent. A holding company created before these changes may have outdated articles of association, profit distribution or tax regime.
What changed
The changes that affect holding companies
Dividends. Since January 2026, profits and dividends paid by the same company to the same individual above R$ 50,000 in a month are subject to 10% withholding on the total (Law 9,250/1995, art. 6º-A, added by Law 15,270/2025). From calendar year 2026, the minimum income tax also applies to income above R$ 600,000 per year (art. 16-A).
Presumed profit. LC 224/2025 (Complementary Law 224/2025) added 10% to the presumption percentages on the portion of gross revenue exceeding R$ 5 million per year, with no exception for leasing or real estate activities. According to Receita Federal (Brazil's federal tax authority), the rule applies to IRPJ (corporate income tax) from the 1st quarter of 2026 and to CSLL (social contribution on net profit) from the 2nd quarter.
ITBI. The STF (Brazil's Supreme Federal Court) ruled that the immunity on contributing real estate to capital is unconditional, even for companies engaged in real estate activities, except in cases of sham or fraud (Tema 1.348, judgment concluded on October 19, 2026).
Rent. Under the tax reform, the CBS (federal tax on goods and services) takes full effect in 2027 and the IBS (state and municipal tax on goods and services) increases in stages until 2033, with a 70% reduction in the rates for leasing, according to the Ministry of Finance.
ITCMD. EC 132/2023 (Constitutional Amendment 132/2023) made the tax mandatorily progressive and assigned the power to tax movable property, securities and receivables to the State where the deceased or the donor was domiciled. LC 227/2026 established general rules for the tax. In Goiás, ITCD rates (the name of the tax in that state) range from 2% to 8% by value bracket (State Law 19,021/2015).
What to review
Review points
Articles of association and shareholders agreement: management, rules for entry and exit, donated quotas, usufruct and protective clauses. Profit distribution: schedule, minutes and form of payment in light of the withholding and the minimum income tax. Tax regime: presumed profit or another regime in light of LC 224 and rental income. Real estate: form and value of the capital contribution and status at the property registry.
The review is carried out together with the accountants, because part of the changes depends on the company figures.
Requirements
What is analyzed
Latest consolidated amendment registered with the Board of Trade (Junta Comercial).
Tax regime and annual revenue.
Minutes and amounts paid to the partners.
Property registration records and form of capital contribution.
Donated quotas, usufruct and clauses.
Heirs, marital property regimes and who lives abroad.
Source: Law 9,250/1995, arts. 6º-A and 16-A (Law 15,270/2025); LC 224/2025; Federal Constitution, arts. 155 and 156 (EC 132/2023); STF, Tema 1.348; LC 227/2026; Goiás State Law 19,021/2015.
What is your case?
Situations the firm handles
Partners who receive more than R$ 50,000 per month
10% withholding and minimum income tax.
Law 15,270/2025Holding company with high rental income
Higher presumption above R$ 5 million.
LC 224/2025Properties still outside the holding company
Capital contribution with ITBI immunity.
STF, Tema 1.348Quotas not yet donated to the heirs
Donation schedule and ITCMD.
EC 132/2023Contract without exit and governance rules
Update of the contract and shareholders agreement.
Case analysisStructure created by third parties
Assessment and adjustment plan.
Case analysisStep by step
How the firm works
- Assessment. We read the articles of association, amendments, balance sheets, minutes and property records.
- Report. We point out what changed with the 2025 and 2026 laws and what needs adjustment.
- Adjustments. Contract amendment, shareholders agreement, minutes and registry filings, together with the accountants.
- Follow-up. Periodic reviews as the states and the federal government regulate the reform.
Case review
Let us review your holding company
Answer the questions, one at a time. At the end you can attach documents, which go straight to a folder in the firm's Drive, and send the summary via WhatsApp. Everything is protected by attorney-client confidentiality.
Common questions
Frequently asked questions
My holding company was set up by another firm. Do you review it?
Yes. The review is based on the registered documents and the accounting records, regardless of who set up the structure.
Does the 10% withholding apply to dividends paid to the holding company?
Art. 6º-A deals with payments to individuals. The analysis considers the whole chain, from the operating company to the partners.
Is a holding company still worthwhile after the reform?
It depends on the assets, income, family and succession plans. The review compares the scenarios before any change.
Do you serve clients outside Goiás?
Yes. Service is online for the whole country and also for Brazilians living abroad.
How much does it cost?
After the analysis, the firm sends a written fee proposal before any engagement.
Review of family and asset holding companies
SPD Advocacia, based in Anápolis-GO, structures and reviews family and asset holding companies for clients across Brazil and abroad, together with their accountants.
Changes in 2025 and 2026
Law 15,270/2025, LC 224/2025, LC 227/2026 and STF Tema 1.348 changed the rules on dividends, presumed profit, ITCMD and ITBI.
Review with the accountants
The contract, profit distribution and tax regime are analyzed together.
Informational content, in accordance with OAB (Brazilian Bar) Provision 205/2021. Each case depends on a review of the documents, and no result is promised.