On December 31, 2024, Notice No. 25/2024 was published in the Official Gazette of the Union, aimed at the regularization of debts related to goodwill amortization.

This notice makes tax debts under administrative or judicial dispute related to internal goodwill and goodwill using a special purpose entity eligible for tax settlement through adherence to a settlement program.

The settlement can only be executed if, at the time of adherence, there is an active debt registration, a pending lawsuit, tax enforcement defenses, or an administrative appeal still awaiting a final decision concerning the dispute and the debts to be included in the settlement.

If the active debt registration, lawsuit, tax enforcement defenses, or pending administrative appeal involve multiple disputes or legal grounds, the taxpayer may segregate the discussions and include only the debts related to goodwill (either internal goodwill or goodwill through a special purpose entity) in the settlement.

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Main Settlement Rules

Goodwill Settlement Options

(i) 65% discount on the total amount, with a minimum 30% down payment in a single installment and the remaining balance payable in up to 12 installments;
(ii) 55% discount on the total amount, with a minimum 25% down payment in a single installment and the remaining balance payable in up to 24 installments;
(iii) 45% discount on the total amount, with a minimum 20% down payment in a single installment and the remaining balance payable in up to 36 installments;
(iv) 35% discount on the total amount, with a minimum 15% down payment in a single installment and the remaining balance payable in up to 48 installments;
(v) 25% discount on the total amount, with a minimum 10% down payment in a single installment and the remaining balance payable in up to 60 installments.

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Use of Tax Losses and Negative CSLL Basis

The settlement allows for the use of tax loss credits related to Corporate Income Tax (IRPJ) and negative Social Contribution on Net Profit (CSLL) tax base, provided they belong to:
✔️ The taxpayer itself;
✔️ A directly or indirectly controlling or controlled entity;
✔️ Companies controlled by the same legal entity, regardless of their business sector.

Such credits must be calculated, declared, and registered with the Brazilian Federal Revenue Service (RFB) by December 31, 2024.

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Adherence and Payment Deadlines

Adherence Period: January 2, 2025, until 7:00 PM (Brasília time) on June 30, 2025.

Initial Payment Deadline: The down payment or first installment must be paid by the last business day of the month in which the settlement request is made (for debts managed by the Federal Revenue Service).

Remaining Balance Payment:

• The first installment is due on the last business day of the month following the down payment;
• Subsequent installments must be paid by the last business day of each following month.

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Exemption from Taxation on Granted Discounts

The discounted amounts will not be included in the tax base for IRPJ, CSLL, PIS, and COFINS calculations.

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How to Apply for the Settlement

For debts under the Federal Revenue Service (RFB):

• The request must be submitted through a digital process on the e-CAC platform, under the “Legislation and Process” tab, via the “Requerimentos Web” service, in accordance with Normative Instruction RFB No. 2.066/2022, available at gov.br/receitafederal.

• Required documents:
  Settlement Request Form, available on e-CAC, correctly filled out with details of the debts to be included in the settlement;
  Certification by a registered accounting professional confirming the existence, regular bookkeeping, and availability of tax loss and negative CSLL credits.

For debts registered as active debt with the Union:

• The request must be submitted via the REGULARIZE Portal, under “Other Services” > “Tax Litigation Settlement for Relevant and Widespread Controversy”, by completing the electronic form and submitting the following documents:
  Settlement Request Form, as per the REGULARIZE template;
  Complete qualification details of the applicant, and for legal entities, details of partners, controllers, administrators, managers, and legal representatives;
  Administrative process numbers related to the tax debts and their respective active debt registration numbers;
  Judicial case certificate, detailing the current status of the case, including any suspension of enforceability ruling, along with any superior court decisions that upheld or overturned prior rulings.

Additional Requirement for Legal Disputes:
The taxpayer must submit a copy of the request for withdrawal of lawsuits, defenses, or appeals related to the included tax debts, duly filed in court. This must be done within 60 days after finalizing the settlement, in accordance with Article 487, III, “c” of the Brazilian Civil Procedure Code (CPC).

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We are available to assist in analyzing the new settlement rules and assessing the feasibility of negotiation based on each specific case.