Taxation of profits and dividends starting in 2026: the exemption ends in 2025, and the window to use it is closing

With the entry into force of Law No. 15,270/2025, as of January 1, 2026, the distribution of profits and dividends will no longer be entirely tax-exempt. The new tax system creates limits, progressive brackets and adjustment mechanisms that make withdrawing profits more expensive for individuals.

This makes the end of 2025 a crucial time. Companies wishing to take advantage of the current exemption for the last time must resolve on their profit distribution this year, registering it with the Commercial Registry by December 31, 2025. It is not about maintaining a benefit, because it will cease to exist. It is about using it while it is legally possible, before the new rules make distribution more expensive.

The new law establishes a tax structure for profits distributed to individuals:

• Standard Taxation: Dividends exceeding monthly reference values will be subject to a 10% tax on the excess.
• Progressive IRPFM: Annual incomes exceeding BRL 600,000 will be subject to the Minimum Personal Income Tax (IRPFM), with progressive rates, according to the new table. For high incomes (above BRL 2.6 million), there are specific reduction provisions.

These changes eliminate the unrestricted exemption and require extremely careful tax planning starting in 2026.

Law No. 15,270/2025 provides for a transitional rule: the exemption will be preserved for profits that are resolved on (decided and formalized) by December 31, 2025.

Even if the profits are paid out over the following three years, up until December 31, 2028, the exemption will be maintained.

What guarantees the benefit is a formalized and registered resolution made within the deadline, not the payment date.

This opens a window of opportunity for companies with retained earnings or future distribution capacity.

The biggest technical challenge is the December 31st deadline. The fiscal year 2025 will not be closed on this date, which prevents the presentation of final financial statements to support the resolution.

This technical impossibility has given rise to controversy, with bodies such as the Federal Accounting Council requesting a veto of the law, and Sescon-SP seeking a Preventive Collective Writ of Mandamus to allow resolution in 2026 (after the official end of the fiscal year).

Despite the actions taken, the law remains in effect. The registration window requires extra attention, as the Commercial Registries traditionally reduce deadlines and service hours at the end of the year

The change particularly impacts companies that distribute significant profits, structures with multiple shareholders, asset holding companies, and groups that traditionally leave the resolution for the beginning of the following year. In these cases, postponing the decision could result in the definitive loss of the exemption and the automatic application of the new rates starting in January.

The current situation demands integration between management, accounting, and legal areas. Decisions need to consider cash flow, corporate structure, payment capacity, and document consistency. The resolution must be technically sound, properly formalized, and recorded in a timely manner.

A PLBrasil Accounting&Finance closely monitors the changes brought about by Law No. 15,270/2025 and offers technical guidance to companies that need to structure their resolution regarding profits, adjust corporate documents, and meet deadlines securely. With preventative analysis and strategic action, it is possible to transform this transition period into an opportunity for tax planning and optimization.