We assist companies in developing strategies for structuring investments and operations, ranging from ICMS benefits to matters related to ITR and FUNRURAL. In this context, we carry out long-term tax planning, analyzing the tax impacts of the acquisition of rural property and proposing solutions that ensure the compliance and financial sustainability of projects, as well as enabling efficient divestment options, particularly with respect to income tax (IR) on capital gains, ITCD, and ITBI.
Work Highlights
We assist companies in developing strategies for structuring investments and operations, ranging from ICMS benefits to matters related to ITR and FUNRURAL. In this context, we carry out long-term tax planning, analyzing the tax impacts of the acquisition of rural property and proposing solutions that ensure the compliance and financial sustainability of projects, as well as enabling efficient divestment options, particularly with respect to income tax (IR) on capital gains, ITCD, and ITBI
Strict measures to combat tax evasion, coupled with critical issues related to digitalization and the taxation of supply chains, have become deeply relevant in the sector. This demands a strategic and proactive approach to ensure tax compliance, particularly in the face of audits and disputes. In this context, tax reforms add even further complexity, making adaptability and experience indispensable for an industry that already faces significant challenges.
Work Highlights
We advised a client in the food sector on the repatriation of funds. We also assessed and structured an Advance for Future Capital Increase (AFAC). We carried out a detailed analysis and optimization of the tax burden applicable to the company’s interstate operations, in addition to assessing deductibility parameters. We discussed a Special Regime for its operations in the south of the country, seeking to ensure compliance and maximize tax benefits
Tax assessment of the new distribution structure of a multinational food company, in order to ensure that the tax burden would not increase in view of the changes to the distribution centers, warehousing, and logistics hub
We advised a client in the beverage sector, with a manufacturing plant located in the Manaus Free Trade Zone, on the structuring and pricing of its operations. We assisted in adapting the contracts to reflect arm’s length pricing, based on transfer pricing rules, with the aim of supporting the price and avoiding challenges regarding IPI credits
We support the tax modeling of trade allowances (co-op, bonuses, discounts, giveaways, cashback, and loyalty), promotional pricing, and payment methods (PIX, wallets, private label). We address ICMS-ST, DIFAL, single-phase regimes, PIS/Cofins credits and disallowances, classification/NCM, and state incentives, with governance of SPED, NF-e/NFC-e, and Block K. We design policies for marketplaces and intermediaries, mitigating joint and several liability and risks arising from broad tax reach. We structure import/export chains, drawback, distribution centers, and reverse logistics, managing tax credits and costs. We align royalties, brand licenses, and cost sharing with the new transfer pricing rules (OECD), avoiding adjustments and double taxation. We assist with due diligence, carve-outs, and reorganizations, preserving tax credits and special regimes, including in D2C e-commerce. We advise on matters relating to the Tax Reform (CBS/IBS, financial credit, excise tax), simulating impacts by channel, SKU, and state. We represent taxpayers in audits and strategic litigation (ICMS-ST, credits, incentives), both at the administrative and the judicial level.
Work Highlights
We advised a client in the food sector on the repatriation of funds. We also assessed and structured an Advance for Future Capital Increase (AFAC). We carried out a detailed analysis and optimization of the tax burden applicable to the company's interstate operations, in addition to assessing deductibility parameters. We discussed a Special Regime for its operations in the south of the country, seeking to ensure compliance and maximize tax benefits
Tax assessment of the new distribution structure of a multinational food company, in order to ensure that the tax burden would not increase as a result of the change in distribution centers, warehousing, and logistics hub
We advised a client in the beverage sector with an industrial plant located in the Manaus Free Trade Zone on the structuring and pricing of its operations. We assisted in adapting its contracts to reflect arm's length pricing, based on transfer pricing rules, in order to support the price and avoid challenges regarding IPI credits
We assist in the structuring of carbon projects, aiming to maximize tax efficiency and to ensure access to specific tax incentives, such as REIDI and special regimes directed at the development of low-carbon technologies.
Work Highlights
We advised a Brazilian company that produces black pallets (biochar) – a renewable product obtained through the burning of biomass, CO₂-neutral and a substitute for coal – on its expansion abroad with the objective of attracting investment and establishing new operating units. We assisted the company in identifying the best locations for expansion from the standpoint of Brazilian taxation and of the potential tax benefits offered by the other countries, such as, for example, Canada’s Emissions Reduction Plan, which launched the Greenhouse Gas Offset Credit System. The work was carried out jointly with legal advisors in the other countries
We advised various clients on the issues involving the taxation of carbon credit transactions in Brazil, including transactions involving the acquisition of such instruments in Brazil and abroad, and their commercialization in the domestic and foreign markets, as well as disputes regarding the legal nature of such credits for purposes of applying the correct taxation
We advised various clients on the potential tax impacts arising from the new concepts and specific provisions introduced by the Bill regulating the carbon market, as well as the changes resulting from the consumption tax reform. In addition, we assisted with the application of incentives that have been introduced by local governments, such as the tax policy incentivizing the carbon credit market (ISS Neutro Program – Law No. 7,907/2023) of the Municipality of Rio de Janeiro
We advise on the structuring of projects to seek tax efficiency, combining the regulatory analysis of the sector’s opportunities and challenges with the identification of alternatives to reduce the tax impact and mitigate risks. The complex Brazilian tax system, with powers divided among government entities at the federal, state, and municipal levels, requires a careful analysis of the legislation applicable to the operational activity and other transactions carried out by companies. Our advisory services to the oil and petroleum products sector cover both the application of the legislation relating to direct taxes and that of indirect taxes on goods and services. In addition, our advisory services cover the application of tax benefits and special customs regimes, such as REPETRO (Special Customs Regime for the Export and Import of Goods Intended for Oil and Natural Gas Deposit Research and Extraction Activities).
Work Highlights
We advised a leading company in the supply of international maritime solutions and services related to energy in its participation in a Petrobras tender for the construction of an FPSO, including a review of the tax impacts on the structure and the applicability of special customs regimes such as REPETRO and Drawback. After winning the tender, we advised on the review of the contracts and the measures necessary to enable acquisitions and imports through the applicable special customs regimes
We advised a Spanish company on tax matters in the acquisition of a cluster of onshore production assets, including the structuring of the project and the request for a special regime with the state tax authorities to enable compliance with the principal and ancillary obligations by the different collection units during the operation of the field
We advised various companies on the assessment of the tax impacts and tax incentives that must be considered in the formation of the price for participation in bidding processes, as well as on the analysis of the feasibility and alternative solutions for implementing structures involving bipartite contracts (split), subcontracting, joint ventures, consortia, among others
We provide specialized tax advice focused on maximizing the tax efficiency of clubs and sports entities. Many of these organizations are incorporated as non-profit associations and benefit from specific tax exemptions, provided that they meet certain requirements and take the necessary precautions to secure that right. On the other hand, football clubs that transition to the Sociedade Anônima do Futebol model and use the Specific Football Taxation Regime (TEF) face significant challenges, especially in connection with the calculation of the TEF tax base and the revenues that may be excluded from that regime. With extensive experience advising clubs and entities with a wide range of corporate structures, our team is equipped to analyze specific tax matters and to develop strategies aimed at reducing the tax burden and mitigating the associated risks.
Work Highlights
We advised a Série A club from Rio de Janeiro on the analysis of the rules for calculating and paying taxes under the SAF tax regime (TEF), as well as on specific matters relating to the treatment of advance payments received by the club and the levy of the TEF on the sale of fixed assets and intangible assets
We advised a Série A club from São Paulo on matters involving the taxation of sponsorship revenue, sporting events and broadcasting and image rights, as well as matters involving the social security contribution tax regime specific to professional football clubs
We advised a Série A club from São Paulo on matters involving the taxation applicable to the assignment of athletes’ sporting rights, as well as the taxation of other revenues, such as brand exploitation and revenues unrelated to its purpose as a non-profit association
Strict measures to combat tax evasion, combined with critical issues related to digitalization and to the taxation of supply chains, have become deeply relevant in the Life Sciences and Healthcare sector. This requires a strategic and proactive approach to ensuring tax compliance, especially in the face of audits and disputes. In this context, tax reforms add even more complexity, making adaptability and experience indispensable for a sector that already faces significant challenges. Our solid technical expertise, combined with a detailed analysis of the market, enables our clients to successfully navigate the complex nuances of tax legislation and its specific features in Brazil. We offer a comprehensive range of services, including specialized tax advice, focusing on efficiency and on the structuring of corporate and commercial transactions, as well as the review of the tax aspects of research, development, and innovation projects. In addition, we work on the creation of strategic alliances and the implementation of EGVC mechanisms, promoting tax-efficient solutions for the development and exploitation of intellectual property. We also design both domestic and cross-border tax solutions, ensuring compliance with transfer pricing rules and managing tax audits, with special attention to the resolution of tax disputes.
Work Highlights
We advised on the structuring of corporate and commercial transactions for a multinational established in the healthcare sector in Brazil, and reviewed the tax aspects of its research and innovation projects. Our work includes strengthening its strategic alliances, implementing Emerging Growth and Venture Capital (EGVC) mechanisms, and exploiting and licensing intellectual property in a tax-efficient manner. We developed tax solutions that meet both domestic and cross-border needs, ensuring compliance with transfer pricing rules and the effective management of tax audits. Furthermore, we represented this client in the resolution of tax disputes, providing comprehensive and strategic support to optimize its operations and protect its interests
We provided strategic tax advice to a leading player in the segment of infection prevention solutions in healthcare, supporting the establishment of its subsidiary in Brazil. Our guidance covered aspects relevant to the operation, such as the acquisition of assets, the management of customers and suppliers, intangible assets, and the inventory acquired from a renowned multinational of pharmaceutical products and medical technologies. We focused our efforts on deciphering the complex tax implications of the transaction while structuring a robust operational framework for the supply chain. This included careful negotiations with service providers involved in storage, transportation, and distribution, ensuring that all elements were aligned for the development of an efficient and seamlessly integrated operating model
We help companies develop strategies for structuring their investments and operations, ranging from ICMS benefits to matters relating to ITR and FUNRURAL. In this context, we carry out long-term tax planning, analyzing the tax impacts of acquiring rural property and proposing solutions that ensure the compliance and financial sustainability of projects, as well as enabling efficient divestment options, particularly with respect to IR (income tax) on capital gains, ITCD, and ITBI.
Work Highlights
We help companies develop strategies for structuring their investments and operations, ranging from ICMS benefits to matters relating to ITR and FUNRURAL. In this context, we carry out long-term tax planning, analyzing the tax impacts of acquiring rural property and proposing solutions that ensure the compliance and financial sustainability of projects, as well as enabling efficient divestment options, particularly with respect to IR (income tax) on capital gains, ITCD, and ITBI
We advise on the tax structuring of large infrastructure projects, optimizing tax efficiency and securing access to tax incentives aimed at the development of works such as highways, ports, airports and water and sewage systems. We identify tax opportunities, such as the Regime Especial de Incentivos para o Desenvolvimento da Infraestrutura (REIDI), the special infrastructure development incentive regime, and other special regimes, helping our clients reduce costs and maximize tax benefits. In addition, we advise on tax matters relating to concessions, public-private partnerships (PPPs) and privatizations, ensuring that transactions are aligned with local and international tax requirements.
Work Highlights
We assisted companies in developing structuring and operating strategies covering ICMS benefits and the application of REIDI during the construction phase of the project. In this context, we carried out long-term tax planning, analyzing the tax impacts of infrastructure investments and proposing solutions that ensure the compliance and financial sustainability of the projects
We advised the concessionaire of a large airport on the analysis and building of the case for a request for the economic and financial rebalancing of the concession agreement. The rebalancing was requested because of the municipality's assessment of IPTU (municipal property tax) on the airport area, which directly affected operating costs
Our tax practice advises mining companies seeking tax optimization, combining regulatory analysis with alternatives for reducing tax costs. The Brazilian tax system, with its complexity and division of taxing powers, requires careful analysis to ensure compliance with tax obligations and the use of benefits such as special regimes and tax incentives. Our services also include advice on matters involving taxes specific to the mining sector, such as the Financial Compensation for the Exploitation of Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais – CFEM), and planning to mitigate the impacts of the consumption tax reform.
Work Highlights
We advise mining companies on assessing the tax impacts in the structuring of their investments, including strategies for the acquisition and importation of equipment and the receipt of funds and financing, as well as in the development of their operations, including the application of tax benefits, which will be particularly affected by the consumption tax reform
We provide specialized legal advice on tax matters related to the definitive and temporary importation of vessels and the import and export of goods, in particular crude oil, natural gas and bunkers, tax benefits (including Repetro-Sped and Reporto), the structuring of commercial transactions and tax optimization, always aiming at the financial efficiency of our clients' projects. We also defend our clients in tax litigation matters before the Brazilian tax authorities.
Work Highlights
We supported a market-leading provider of subsea engineering solutions on the tax and regulatory structuring for the importation, chartering and operation of subsea construction vessels to be operated in Brazilian waters
We advised an Australian exploration and production company in negotiations and on tax and regulatory matters related to the assignment and amendment of the FPSO contracts operating in a mature field acquired from Petrobras under the Divestment Program
We assisted a Belgian marine services and energy solutions provider on tax matters in a Petrobras tender for the construction and chartering of an FPSO with a production capacity of 180,000 bopd
We advise on the analysis and structuring of transactions for companies in the technology sector, covering both the incorporation and investment-receiving phases and the business development phases and, if applicable, preparation for a future sale. Technology companies frequently face challenges in determining the correct taxation applicable to their operations, since the innovation and uniqueness of their products and services are not always matched by appropriate updates to tax legislation. We stay ahead of these challenges, closely monitoring changes in legislation and in the positions of the Courts and tax authorities, in order to proactively identify potential tax efficiencies and risks for our clients. This monitoring also takes into account international trends in the taxation of the digital economy, which often anticipate rules that may be implemented in Brazil through the execution of international treaties or adaptations to domestic legislation.
Work Highlights
We advised investors in a technology company with a presence in different Brazilian States on a corporate reorganization that was appropriate and efficient from a tax standpoint, with a view to a future sale. Subsequently, we assisted in the structuring and review of the contracts with the foreign buyer, taking into account strategies related to price formation and guarantees
We advised a U.S. technology company that develops SaaS on the structuring of its operations with Brazilian clients, taking into account the different tax impacts in the SaaS licensing and distribution models, as well as in the provision of related services and the sale of certain equipment
