At the end of 2025, the biggest concern for taxpayers became the new minimum income tax rule, reflected in Law No. 15.270/2025, which stipulates that, starting in 2026, the annual minimum income tax will apply to profits and dividends paid or credited to individuals by legal entities that exceed R$ 50,000 per month.
Aware of the need to preserve legal certainty, the legislator established a transitional rule, recognizing that profits and dividends related to results determined up to the calendar year 2025 should not be subject to the new taxation, provided that the distribution of profits is deliberated and approved by December 31, 2025.
In practice, although the law recognizes that such profits and dividends should not be taxed, conditions and requirements incompatible with corporate and accounting legislation have been imposed, since the fiscal year is still underway on the established deadline, with no definitively determined net profit or complete financial statements.
This scenario, for example, is very common in companies organized as corporations, requiring strict compliance with the provisions of the Corporations Law (Law No. 6,404/1976) with specific deadlines for the start of the new fiscal year.
Shortly after the publication of Law No. 15.270/2025, the Brazilian Federal Revenue Service published its “Questions and Answers” to “guide and clarify” taxpayers on general aspects of the changes introduced by the new legislation, which included requirements not supported by the law.
To the surprise of taxpayers, among the guidelines provided, the one that attracted the most attention was the one that conditioned the exemption on the deliberation, calculation, and approval of profits by December 31, 2025, even if the company’s decision is for the future capitalization of profits earned during the period.
This led several taxpayers to resort to the Judiciary to overturn the illegal requirements. The issue generated such widespread repercussions that Direct Actions of Unconstitutionality (ADIs) Nos. 7,912/DF and 7,914/DF were filed before the Supreme Federal Court (STF), challenging precisely the provisions of Law No. 15,270/2025 that established, among other aspects, the new taxation system for the distribution of profits and dividends.
On December 26, 2025 (that is, 6 days before the deadline artificially set by the Federal Revenue Service), Minister Nunes Marques of the Supreme Federal Court extended, until January 31, 2026, the deadline related to the requirement for deliberation, calculation, and approval of profit distribution before the end of the 2025 fiscal year.
Although he acknowledges that the requirement stipulated in Law No. 15,270/2025 significantly anticipates corporate procedures, making compliance practically impossible, the new deadline remains materially incompatible with the Corporations Law.
This is because, according to articles 132, 133, and 134 of Law No. 6,404/1976, the deliberation on the financial statements, the determination of the result of the fiscal year, and the allocation of net profit for the fiscal year 2025 are matters within the exclusive competence of the Ordinary General Meeting, which must be held, mandatorily, within the first four months after the end of the fiscal year – that is, only until April 30, 2026.
The Supreme Court Plenary had included ADIs Nos. 7,912/DF and 7,914/DF for judgment in the virtual session, at which time it would decide on the confirmation (or not) of the preliminary injunction granted by Minister Nunes Marques. However, on February 18, Minister Edson Fachin suspended the judgment, transferring the deliberation from the virtual plenary to the physical plenary of the Supreme Court.
It is still too early to make any assumptions, but the expectation is that the trial will only resume in May, that is, after the deadline established by the Corporations Law itself.
This “delay” is quite worrying for companies that observed the extended deadline. This is because the Federal Revenue Service reiterated its recommendation to taxpayers to approve the distribution of profits and dividends in 2025. The provisional decisions (injunctions in the ADIs) could bring the expected tranquility if quickly confirmed by the Supreme Federal Court. Unfortunately, we will have to live with this uncertainty until May.
Therefore, in the event of the injunction being overturned, these companies will be subject to the risk of being penalized for non-compliance with the requirement stipulated by Law No. 15.270/2025, which only further corroborates legal uncertainty.