The Tax Reform, provided for in the Federal Constitution (art. 156-A), in Complementary Bill No. 108/2024 and in Complementary Law No. 214/2025, had as its main objective to reshape the consumption taxation system in Brazil.
Five complex taxes — PIS, Cofins, IPI, ICMS, and ISS — were eliminated and will be replaced by two new ones: the Tax on Goods and Services (IBS) and the Contribution on Goods and Services (CBS).
To avoid disruptions and ensure legal certainty for ongoing transactions, Complementary Law No. 214/2025 established optional transitional regimes applicable to certain real estate activities, including lease agreements, onerous assignments, and property leases.
Although the final rates of the new regime, especially for IBS and CBS, have not yet been defined, everything suggests that there will be an increase in the tax burden on real estate transactions. Current estimates indicate a combined rate between 26.5% and 28%.
For this reason, it is essential that taxpayers with lease and rental agreements entered into for a fixed term and currently in effect observe the legal deadlines in order to take advantage of the transitional regime.
Article 487 of Complementary Law No. 214/2025 authorizes taxpayers to temporarily remain under the previous rules of PIS and Cofins, according to the legal entity’s tax regime. Thus, companies taxed under the presumed profit regime may collect IBS and CBS at a combined rate of 3.65% on the gross rental income, reproducing the current PIS/Cofins treatment.
To this end, the following requirements must be met:
Non-residential lease
- Contracts signed up to 01/16/2025 (date of promulgation of Complementary Law 214/2025).
- A notarized signature or electronic signing by the parties is required.
- By 12/31/2025, it will be necessary to record or file the contracts at the Real Estate Registry or the Registry of Deeds and Documents — alternatively, to make them available to the Federal Revenue Service and the IBS Management Committee, although the manner of this availability has not yet been regulated.
- Validity of the transitional benefit: for the entire duration of the contract.
Residential lease
- Contracts signed up to 01/16/2025.
- A notarized signature, electronic signing by the parties, or proof of rent payment by the month following the start of the contract’s effectiveness is required.
- No requirement for registration at the notary office or for availability to the Federal Revenue Service or the Management Committee.
- Validity of the transitional benefit: until 12/31/2028, even if the contract has a longer term.
Summary of the main points of attention:
- New contracts signed after 01/16/2025 will not be able to opt for the transitional regime.
- Non-residential lease agreements must be registered by 12/31/2025 — final deadline.
- Residential leases, although exempt from registration, will have a maximum validity until 2028 under the old regime.
- It is recommended to review and formalize signatures and registrations as soon as possible to ensure compliance and avoid losing the tax benefit.
If your company has lease agreements that meet these criteria, Cesar Peres Dulac Müller Advogados is available to assess each case and provide guidance on the necessary measures to ensure compliance with the transitional regime within the legal deadlines.