Brazil

Brazil creates special tax unit to combat money laundering, targeting fuel distributors and fintechs. Brazil has announced the creation of a specialized unit within the Federal Revenue Service (Receita Federal) to intensify efforts against financial crime[1]. The move followed the “Spare” and “Carbono Oculto” operations, which uncovered billions of reais in illicit transactions. These operations revealed how sectors such as fuel distribution and fintechs were used as platforms to channel or disguise suspicious financial flows, highlighting the growing complexity of organized crime schemes. A New Investigative Role for Receita Federal Traditionally, the Receita Federal acted primarily as a tax authority, identifying irregularities in payments and auditing fiscal integrity. With the establishment of this new unit, the agency steps into a broader role, working side by side with police and prosecutors in detecting, analyzing, and disrupting money laundering operations. This represents a structural change in Brazil’s enforcement landscape, aligning with international trends that emphasize “following the money” to combat organized crime. Anti-Money Laundering Challenges and Sector Exposure The findings of the recent operations make clear that certain industries are more vulnerable to infiltration by illicit networks. Fuel distribution, with its high-volume and cash-intensive operations, and fintechs, with their agility and technological models, are particularly exposed. For businesses in these sectors, the announcement should be read as a signal of intensified monitoring and heightened expectations regarding anti-money laundering controls and transaction monitoring systems. The new framework also signals broader international implications. Many of the sectors under scrutiny operate through import and export chains or rely on cross-border financial systems. As Brazil intensifies cooperation with foreign tax and enforcement authorities, companies abroad connected to Brazilian operations may face greater scrutiny and information sharing between jurisdictions. Concerns Over Fiscal Confidentiality At the same time, the new role of Receita Federal raises important concerns. Companies and their shareholders rely on the constitutional guarantee of fiscal secrecy, which protects sensitive financial data from undue exposure. The growing involvement of the tax authority in criminal investigations creates the risk that legitimate business information could be subject to excessive scrutiny or even misused. It is essential to emphasize that combating money laundering cannot justify unrestricted access to confidential data. The effectiveness of enforcement must not come at the cost of transforming financial intelligence into a fishing expedition that compromises corporate privacy and undermines due process. Looking Ahead The creation of this unit is a turning point in Brazil’s strategy against financial crime. For companies, especially in sectors already flagged by recent operations, the challenge is twofold: to strengthen criminal anti-money laundering frameworks while also safeguarding their rights against investigative overreach. Success in this environment will require balance—robust transparency and control mechanisms, paired with vigilance to ensure that the fight against illicit activity does not erode the legal protections of legitimate businesses.   Bruno Henrique dos Santos Henrique Zigart Pereira Guilherme Cremonesi   [1] https://www.cnnbrasil.com.br/economia/macroeconomia/fazenda-cria-delegacia-na-receita-para-combater-crime-organizado/#goog_rewarded. Access on 10/03/2025.

Does my Legal Reserve and Permanent Preservation Area make me eligible to issue carbon credits? This is one of the most recurring questions among Brazilian rural landowners considering the recent enactment of Federal Law No. 15,042/2024, which establishes the Brazilian Emissions Trading System. The question is legitimate: if Legal Reserve (RL) and Permanent Preservation Areas (APP) are protected by legal obligation under the Forest Code, Federal Law No. 12,651/2012, would it be possible to generate carbon credits by keeping these areas conserved? The answer, considering the new legislation, is yes, but the principle of additionality prevents carbon generation projects from being eligible for this purpose. Before delving into the analysis of whether or not it is possible to issue carbon credits in these areas, it is necessary to explain what the institute of legal reserve and permanent preservation area is in the Forest Code. Legal reserve is understood as the area located within the rural property intended for the sustainable use of natural resources, conservation of biodiversity, and fulfillment of the socio-environmental function (art. 3, III, and art. 12, Law No. 12,651/2012). The permanent preservation area, in turn, corresponds to the protected space, whether or not covered by native vegetation, whose function is to preserve water resources, soil stability, biodiversity, and ensure the well-being of human populations (art. 3, II, Law No. 12,651/2012). Federal Law No. 15,042/2024, article 43, paragraphs 17 and 46, which establishes the regulated market, expressly recognizes the suitability of these areas to generate carbon credits, provided they meet the technical and regulatory requirements for measurement, verification, and registration. However, the debate arises regarding the criterion of additionality, traditionally required in carbon markets, which questions whether conservation already required by law can be considered an “additional” mitigation. It is important to understand the legal concepts established in the Forest Code to understand the relationship of this rule with the regulated carbon market law. Thus, for Legal Reserve, Federal Law No. 12,651/2012 defines, in its art. 3, item III and 12, the area located within a rural property or possession that must be maintained with native vegetation, with the purpose of ensuring the sustainable use of natural resources, the conservation of ecological processes and biodiversity. The extent of the mandatory Legal Reserve varies according to the geographical location of the property: 80% for forest areas in the Legal Amazon, 35% for cerrado within the Legal Amazon, and 20% for other regions. Art. 3, item II, of the aforementioned law, in turn, defines permanent protection area as a protected area, whether or not covered by native vegetation, with the environmental function of preserving water resources, landscape, geological stability, and biodiversity, facilitating the gene flow of fauna and flora, protecting the soil, and ensuring the well-being of human populations, such as the marginal strips of any natural watercourse, slopes with a gradient greater than 45 degrees, restingas, mangroves, hilltops, edges of plateaus or tablelands, and veredas. And then comes the question: what is additionality? I preserve 20% of my area with vegetation cover, in this scenario of climate change does it have no value? Does being in environmental compliance not generate economic benefits for me? In common sense, these questions are pertinent, since the media constantly mentions that Brazilian agribusiness will benefit from the carbon credit market and that rural areas will be eligible to generate carbon credits. However, in practice, the monetization of the conservation of these areas within rural properties does not occur, either because there is no additionality or because it is too small to gain scale and guarantee the cost of the projects. The concept of additionality, although not expressly provided for in Brazilian environmental legislation, was developed internationally and is a criterion used to verify whether the environmental benefits, notably the reduction of greenhouse gas emissions, are actually due to the implementation of the project, and are therefore additional to the reference scenario. From a systematic reading of Federal Law No. 15,042/2024, which establishes the Brazilian Greenhouse Gas Emissions Trading System (SBCE), and the Forest Code (Federal Law No. 12,651/2012), the compatibility between the legality of the protection of these areas and the principle of additionality is analyzed, as well as the effects of Brazilian legislation in relation to the environmental integrity standards of carbon markets. The article “Is the requirement of additionality for carbon projects unfair?”, published by LACLIMA, critically discusses this point, arguing that landowners who have historically kept the forest standing are disincentivized, while agents who deforested and now restore obtain greater access to the market. After the enactment of Federal Law No. 15,042/2024, the possibility of issuing carbon credits from the conservation of native vegetation protected by law was established. In theory, additionality ceases to be an absolute criterion and becomes weighed according to the Brazilian regulatory and socio-environmental reality. However, considering that the rule is recent and the carbon credit market does not apply this logic to carbon credit projects, there is a high probability that rural landowners will have difficulty monetizing the preservation and conservation of existing forests on their rural properties that result from compliance with the Forest Code. By recognizing the suitability of permanent preservation areas and legal reserves to generate carbon credits, the Brazilian legal system gives economic value to the maintenance of ecosystems and promotes a fairer and more effective model of sustainable development. Luciana Camponez Pereira Moralles Partner, Specialist in Environmental, Sustainability, and Regulatory Law.

For a long time, prints were regarded merely as transient ornaments — accessories within a collection or aesthetic variations of fashion and consumer products. That perception has radically changed in recent decades. Today, those patterns can function as distinctive signs, comparable to traditional trademarks or industrial designs, and have become strategic assets within a company’s intellectual property portfolio. This evolution aligns with the growing recognition of trade dress protection, particularly in jurisdictions such as the United States and the European Union. Trade dress acknowledges that a product’s identity can be expressed not only through names or logos, but also through the combination of visual elements — including colors, shapes, and graphic patterns. In this context, prints that become recognizable to consumers cease to be decorative details and instead form part of a company’s core brand identity. International cases illustrate this transformation. The Burberry check pattern, initially associated with trench coats and accessories, has evolved into a global icon. To ensure its exclusivity, the company had to register and actively enforce this asset in multiple jurisdictions, combating unauthorized reproductions that threatened to dilute its value. Similarly, Louis Vuitton continues to defend its monogram canvas in courts worldwide — a design that transcends aesthetics and represents billions in brand equity. Another emblematic example is Hermès, whose silk scarves have become enduring symbols of heritage and sophistication. By securing legal protection for its graphic designs, the maison ensures that consumers immediately associate the product with the brand, leaving no room for imitation. Legal enforcement, in this sense, is not merely about safeguarding design — it is about preserving a cultural narrative built over decades. These examples reveal a recurring legal challenge: distinguishing what is purely ornamental from what has evolved into a distinctive element. Common prints, widely used across the market such as polka dots, are unlikely to receive robust protection, although distinctive patterns that have acquired a unique identity and direct association with a company may be recognized as registrable and enforceable assets. This boundary is strategic — it separates companies that lose creative value through lack of protection from those that transform design into intangible capital. From a business perspective, ignoring this dimension can be costly. In globalized markets, graphic patterns circulate rapidly and can be appropriated by competitors in countries where they are not registered or actively monitored. Without proper registration and protection, a print can be misappropriated — and, in extreme cases, its creator may even be prevented from using it in certain jurisdictions. An effective protection strategy should combine three layers: the first is formal registration, whether as a figurative mark or as an industrial design, the second is active monitoring, essential to detect unauthorized uses across marketplaces, social media, and competing products, and the third is contractual governance: licensing and distribution agreements must include clear provisions on the use of prints, defining territory, scope, and duration to prevent misappropriation. It is important to emphasize that the strategic value of prints extends far beyond the fashion sector. Companies in stationery, cosmetics, home décor, and even food use visual patterns as a key differentiator at the point of sale. Coca-Cola, with its iconic graphic waves, and Ben & Jerry’s, with its playful illustrations, demonstrate how prints can adapt across industries while reinforcing immediate brand recognition. At the same time, regulatory boundaries must be observed. Competition authorities in some jurisdictions monitor excessive exclusivity practices that may restrict free competition. This calls for proportional and economically justified protection measures, ensuring that exclusivity rights are not interpreted as an abuse of market dominance. For companies seeking to transform creativity into protected assets, the lesson is unequivocal: a print must be treated as an intangible asset from conception. This involves not only its creation but also the structured development of a robust intellectual property portfolio aligned with international expansion strategies. The takeaway is clear: prints are not fleeting trends. When integrated into a brand’s identity, they can transcend decades, becoming timeless symbols of enduring economic value. In this process, specialized legal guidance is essential — translating creative sensitivity into solid legal instruments capable of resisting imitation and generating competitive advantage. Talita Orsini de Castro Garcia Partner, Intellectual Property | [email protected] Luiza Fernandes de Andrade Ramos de Oliveira– Lawyer, Intellectual Property | [email protected] Beatriz de Araújo Fonseca– Trainee, Intellectual Property | [email protected]

The Federal Senate approved the main text of Bill No. 1,087/2025, which reforms income taxation in Brazil and represents one of the federal government’s main economic priorities. The bill now moves to Presidential approval, with expectations of swift promulgation and effectiveness starting January 1, 2026, if enacted into law before the end of this year. The approved text significantly amends the Individual Income Tax (IRPF) rules and introduces a minimum income taxation regime, in addition to establishing a 10% withholding income tax (WHT) on dividends paid by Brazilian companies to individuals and non-resident shareholders. Key provisions of the new legislation: Exemption from IRPF for monthly income up to R$ 5,000; 10% WHT on dividends exceeding R$ 50,000 paid by the same company to the same individual within the same month; 10% WHT on dividends remitted abroad; Exemption for dividends paid to foreign governments, sovereign funds, and foreign pension funds, provided the legal requirements are met; Minimum annual IRPF taxation on total income above R$ 600,000: For income between R$ 600,000 and R$ 1.2 million, the minimum rate will be progressive, ranging from 0% to 10%; For income above R$ 1.2 million, a 10% minimum rate applies; Income from exempt or zero-rated financial instruments (such as CRIs, CRAs, LCIs, LCAs, incentivized debentures, FIIs, FIAGROs, among others) will not be included in the minimum taxation calculation; Profits earned up to 2025 may be distributed tax-free, provided that the corporate resolution approving such distribution takes place by the end of 2025, and payment is made in Brazil in 2026, 2027, or 2028, as stated in the respective resolution. There is no specific deadline established for remittance of these dividends abroad; If the combined effective rate of corporate income tax (IRPJ/CSLL) and the minimum IRPF on dividends exceeds 34%, a reduction mechanism will apply to the IRPF rate on such dividends and foreign shareholders might be entitled to a refundable tax credit. Relevant Discussions The provision conditioning the exemption of retained earnings on a corporate resolution by the end of 2025 and actual payment in subsequent years is a particularly sensitive point and has been widely questioned. In practice, several doubts arise, such as: Is it possible to calculate 2025 profits and approve their distribution within the same year, considering that, as a rule, dividends distributed based on interim financial statements are only provisional until confirmed by the year-end balance sheet? What is the maximum legal period that may be established in the resolution for the remittance of dividends abroad while maintaining the exemption? Can dividends be distributed with payment scheduled up to 2028, given that Article 205, §3 of the Brazilian Corporations Law requires that dividends be paid within the same fiscal year in which the resolution was approved? What are the effects of recapitalizing the company through shareholder loans, if a dividend is declared? Would interest payments made under this scenario be tax-deductible? Considering the operational difficulty of closing 2025 financial statements within the same year, would it be possible to formalize the corporate resolution and file it in January 2026 with retroactive effect? Once a dividend is declared, must the liability to shareholders be recorded immediately? How will the tax reduction mechanism be calculated, particularly in cases involving deferred taxes or consolidated corporate groups and groups with holding structures? The new rule creates a significant business constraint, as it effectively forces companies to abruptly modify their dividend and financing policies solely for tax reasons. It also impacts key financial indicators such as leverage ratios and equity levels, potentially distorting the financial profile of companies. Furthermore, the rule is potentially illegal and unconstitutional, as it effectively creates a “disguised tax” through structural changes to the income tax system, violating key constitutional tax principles, including the Ability to Pay Principle, Legality, Legal Certainty, and Tax Equality. The Senate’s Committee on Economic Affairs (CAE) itself acknowledged in its official report that the text contains issues of legality and constitutionality, but it was approved without amendments to avoid returning the bill to the House of Representatives and to ensure it takes effect in 2026. Suggested Next Steps Companies should develop an effective plan to protect their retained earnings from future taxation; Design a corporate strategy to formally approve and record the allocation of profits earned up to the end of 2025, ensuring preservation of the exemption; Consider accounting mechanisms to increase 2025 profits and strengthen retained earnings bases, such as adjusting depreciation rates or recognizing asset revaluations (fair value adjustments); Consider corporate restructuring strategies to optimize future positions, including share redemption or buyback mechanisms; Judicial alternatives may also be evaluated on a case-by-case basis: From the corporate perspective, to secure the right to retain profits within the company without mandatory distribution; From the individual or foreign shareholder perspective, to challenge the WHT on amounts characterized as “tax-exempt and non-taxable”; This judicial position is expected to gain strength given the Senate’s formal acknowledgment of legal flaws in the approved law.