A new regulation aimed at combating so‑called persistent tax debtors brings back into focus a sensitive aspect of the business environment: how to distinguish default arising from a genuine, often temporary, crisis from repeated and structured non‑payment practices. The issue is sensitive because it may generate significant effects by restricting access to judicial reorganization and limiting possibilities for negotiating tax debts with the Treasury for taxpayers classified under this condition.
As reported in Valor Econômico, the Federal Revenue Service maintains that the regulation will not be applied indiscriminately. According to the agency, the classification targets an exceptional group of taxpayers: out of 20 million CNPJs, they would amount to approximately 0.05%. Under the reasoning presented, this does not concern the “ordinary debtor,” but rather situations in which there is a deliberate structuring to avoid paying taxes.
The article also records the characterization put forward by the Federal Revenue Service: the law is said to be directed at “those who create companies in order not to pay taxes,” a practice which, in the tax authority’s view, distorts the market and undermines free competition. The text further refers to recent anti‑money‑laundering operations, in the context of broader enforcement efforts.
When the regulation starts to produce practical effects
According to Valor Econômico, the Federal Revenue Service intends to issue the regulation by March. From that point on, the agency is expected to begin notifying companies that may be classified as persistent tax debtors. The article states that it will be possible to challenge the notice within 30 days and to file administrative appeals. In the end, the final list will be made public.
This timeline matters because, in practice, the effectiveness of the new regime will depend on how the criteria are further detailed and applied within the administrative procedure. In a restructuring scenario, especially where significant liabilities are being renegotiated, regulatory predictability and clarity are decisive factors for guiding decisions and reducing uncertainty.
Key concern: characterization criteria and legal certaint
It is in this respect that legal certainty takes center stage: the line separating a situation of financial distress from contumacious conduct can be thin, and such classification may have concrete consequences for corporate reorganization strategies.
As noted in the article, Thomas Dulac Müller was consulted on the subject and emphasized the care required in defining the parameters:
“The conditions for characterizing a persistent tax debtor are reasonably easy to satisfy,” says Thomas Dulac Müller, partner at Cesar Peres Dulac Müller Advogados.
The point here is not to downplay efforts to combat abuse, but to ensure that the regulation fulfills its purpose without unduly extending the scope of the concept to situations of economic fluctuation, legitimate restructuring, or cyclical crisis — especially in a country where judicial reorganization can operate as an instrument for preserving business activity and restoring predictability for creditors, employees, and the State itself.
Why this matters for companies and for the market
In credit transactions, renegotiations, and reorganizations, predictability is a central asset. When the regulatory framework changes the criteria and consequences related to tax liabilities, this can have repercussions on several fronts:
- In risk assessments conducted by creditors and investors;
- On tax negotiation strategies and the conduct of disputes;
- On the structuring of reorganizations and the choice of available instruments;
- On governance and internal controls related to tax compliance.
For this reason, even though the focus is on so‑called persistent tax debtors, the subject is also relevant to companies seeking to reduce their exposure to regulatory and reputational risk.
Preventive measures and governance: key points to monitor
Without prejudice to future regulation and evolving interpretations, it is advisable to review basic aspects of prevention and risk management:
- Mapping tax liabilities and the company’s history of defaults;
- Documenting the economic rationale and financial reorganization measures;
- Strengthening compliance procedures and internal controls;
- Assessing potential impacts on existing restructuring plans.
The discussion on persistent tax debtors is likely to remain at the center of the legal and business debate. Monitoring how the rules are applied in practice will be essential to reducing uncertainty and guiding strategic decisions with greater confidence.