LC 227/26: New Directions in Family Wealth Succession Planning

How do the new ITCMD rules impact wealth and estate planning strategies?

The way family wealth is structured and transferred in Brazil has entered a new phase. Recent tax changes require attention not only when creating new structures, but also when reviewing existing wealth and succession planning arrangements.

At the end of 2025, Law No. 15,270/2025 introduced a significant change for business owners and shareholders: the taxation of profits and dividends distributed by legal entities to individuals residing in Brazil when certain thresholds are exceeded. In practice, dividend distributions above BRL 50,000 per month, paid by the same company to the same individual, are now subject to a 10% withholding income tax at source.

Shortly thereafter, in early 2026, Complementary Law No. 227/26 also brought important considerations for entrepreneurs and business-owning families. Although the legislation primarily addresses matters related to Brazil’s tax reform, it also establishes relevant general rules concerning the ITCMD (Tax on Inheritance and Gifts), which applies to gifts and inheritances.

The impact on succession planning is direct. The donation of assets—including corporate interests such as shares and quotas—is one of the most commonly used tools to organize family succession, facilitate the transfer of wealth, and structure family holding companies and business holdings.

Until now, many succession planning structures relied on the accounting net equity value of privately held companies when calculating the tax basis for donations of corporate interests. Because accounting records often reflect historical values, this approach could, in certain situations, result in a taxable basis significantly lower than the actual economic value of the transferred interest.

Complementary Law No. 227/26 changes this landscape by reinforcing that the tax base should more closely reflect the fair market value of the asset or right being transferred. In the case of corporate interests, the legislation points toward a valuation methodology based on adjusted net equity, with assets and liabilities assessed at market value, plus the market value of goodwill, when applicable.

In practical terms, this means that tax authorities are likely to consider not only a company’s book value, but also its economic value. Assets such as real estate recorded at historical cost, trademarks, customer portfolios, cash-generating capacity, contracts, know-how, and other intangible assets are expected to play a more significant role in determining the ITCMD tax base.

As a result, donations of shares or ownership interests may become more costly from a tax perspective, particularly in companies with substantial assets, appreciated property, or well-established business operations. The combination of a tax base aligned more closely with market value and progressive tax rates is likely to increase the cost of certain succession planning strategies.

Nevertheless, this does not mean that wealth and estate planning has lost its relevance. On the contrary, it has become even more important. What may lose effectiveness are standardized structures implemented without individualized analysis, proper documentation, or a clear economic and family rationale.

It is also important to note that the practical application of certain aspects of Complementary Law No. 227/26 will depend on legislation enacted by each Brazilian state. Accordingly, there is currently both a period of caution and an opportunity for families and businesses to review their structures, assess potential risks, improve documentation, and organize succession plans with greater legal certainty.

In this new environment, wealth and succession planning should be viewed as an integrated project. It must take into account corporate, family, tax, and governance considerations, always tailored to the specific circumstances of each family and business.

In summary, the new rules do not eliminate the importance of holding companies, gifts, or other succession planning tools. Rather, they require greater technical rigor, stronger economic substance, and a more customized strategic approach.

The objective remains unchanged: to protect family wealth, reduce potential family disputes, facilitate the transfer of ownership and management, and contribute to the long-term continuity of family businesses across future generations.