Brazilian IRS and PGFN Issue Public Notice for Transaction to Pay Tax Debts Arising from Goodwill Tax Amortization – Financial Services


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On May 3, 2022, Public Notice No. 09/2022 was published in the Federal Official Gazette to authorize the transaction involving tax liabilities related to the amortization of goodwill tax resulting from the acquisition of participations in the framework of the legal regime prior to Law No. 12,973/2014 and contested in lawsuits or administrative proceedings.

This applies to tax debts whether or not they are listed as unpaid federal tax and which are the subject of administrative or legal proceedings and the dispute of which relates to:

I. Tax use of goodwill amortization charges:

  • resulting from the acquisition of holdings;

  • limited to mergers, consolidations and spin-offs that took place no later than December 31, 2017; and

  • whose participation was acquired no later than December 31, 2014 (period during which Articles 7 and 8 of Law No. 9,532/1997 were applicable, in accordance with the provisions of Article 65 of Law No. 12,973/ 2014) ; or

ii. The addition of goodwill amortization charges in the regularization of the CSLL calculation base.

The public notice stipulates that the taxpayer must pay:

  • In advance 5% of the total amount of the debt, without authorized discount, and

  • The remaining balance in up to 5 installments and up to 55 months, with forgiveness allowed depending on when the debt is repaid


Application for participation in this payment program must be filed no later than July 29, 2022, and participation involves the withdrawal of administrative defenses and remedies filed by the taxpayer in relation to such debts, as well as the waiver of legal claims. All existing deposits related to these debts will be automatically converted into federal government revenue.

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Founded in 2001, Tauil & Checker Advogados is a full-service law firm with approximately 90 lawyers and offices in Rio de Janeiro, São Paulo and Vitória. T&C represents local and international businesses in their domestic and cross-border activities and provides its clients with a full range of legal services, including: corporate and mergers and acquisitions; debt and equity capital markets; banking and finance; employment and benefits; environmental; intellectual property; litigation and dispute resolution; restructuring, bankruptcy and insolvency; tax; and real estate. The company has a particularly strong and long-standing presence in the energy, oil and gas and infrastructure sectors as well as with pension and investment funds. In December 2009, T&C entered into an agreement to operate in association with Mayer Brown LLP and become “Tauil & Checker Advogados in association with Mayer Brown LLP”.

© Copyright 2020. Tauil & Checker Advogados, a partnership under Brazilian law with which Mayer Brown is associated. All rights reserved.

This article provides information and commentary on legal issues and developments of interest. The foregoing is not a complete treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action regarding the matters discussed here.

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