The implementation of the tax reform requires an urgent review of commercial lease contracts, demanding heightened attention from retailers and owners to avoid financial imbalances.
Recent changes to the country’s revenue system bring direct impacts to the corporate real estate market. With the enactment of Complementary Law No. 214/2025, long‑term agreements signed by companies and retailers need immediate adaptation.
The scenario calls for caution in managing commercial properties, especially in multi‑year agreements common in the shopping mall and industrial sectors. The fiscal transition changes the financial dynamics and forces owners and tenants to renegotiate contractual terms to ensure legal security.
Transition rules for older contracts
Agreements with a fixed term up to January 16, 2025, have a transitional mechanism. There is a possibility of applying a special rate of 3.65% for the IBS and CBS, provided there is rigorous proof of timelines and compliance with legal requirements.
However, specialists warn that the benefit is not automatic. Document verification must be meticulous to ensure correct classification under the new standards set by the federal government.
Transfer of charges and legal security
One of the most sensitive points involves the transfer of financial obligations between parties. While the law specifies who is the taxpayer before the tax authorities, the economic absorption of new taxes on revenue requires absolute contractual clarity.
Generic clauses drafted in old documents do not have the effect of transferring the charges incurred on the landlord’s billing. Therefore, preventive alignment is deemed indispensable by legal consultants.
“It is not enough to identify that the rent started before the reform and conclude that it will receive special treatment. One must verify the term, the documentation, compliance with legal requirements, and the agreed conditions.”
— Diego Kiçula, attorney specializing at Mattos, Engelberg Echenique Advogados
The adaptation schedule is progressing over the coming years, with the entry of CBS slated for 2027 and the gradual transition of IBS extending through 2033. This long‑term horizon underscores the need for preventive audits on existing agreements.
Companies and owners who neglect this review face the risk of legal disputes and loss of financial predictability. The current moment demands transparency and cooperation between landlords and tenants to navigate the transition period without severe impacts on economic operations.