Publications
Technical analysis of decisions that change the picture.
Commentary on court rulings, legislative changes and contested questions bearing directly on the corporate and wealth structures of business owners and family businesses. Informational content, with no reference to matters handled by the firm.
Family Companies That Lease or Sell Real Estate Must Issue Tax Invoices from December 1
From December 1, 2026, leases and sales of real estate by legal entities require IBS and CBS tax documents. What a family holding company should check.
Profits Distributed While Owing Federal Taxes: ADI 5,161 of the STF Defines When the Penalty Applies
In ADI 5,161, the STF limited the penalty for distributing profits while owing federal taxes. What to check, debt by debt, before approving a distribution.
In Jundiaí, ITBI Immunity on Capital Contributions Becomes a Matter of Taxpayer Self-Declaration
From October 1, 2026, anyone contributing real property in Jundiaí issues their own ITBI slip, even when claiming immunity, subject to later tax review.
Enforcement Against a Partner Can Reach a Spouse's Account Under Full Community Property
STJ: under full community property, enforcement against a partner can reach the spouse's bank account, with the marital share preserved.
De Facto Partners Have Standing to Demand an Accounting from Management
STJ: a quota holder not yet added to the articles of association can demand an accounting from management, for earlier periods too, within ten years.
Leaving the Company Does Not Extinguish a Partner's Personal Guarantee
TJSP: leaving the company does not end a partner's personal guarantee. STJ: the guarantor cannot seek, in its own name, to revise the contract it secures.
Fraud Against Tax Enforcement Does Not Require Formal Service, Given Clear Knowledge of the Redirection
The STJ finds fraud against tax enforcement in a gift of property to family members even before personal service of process. Proof that the partner already had clear knowledge of the redirection is enough.
Brazil's Supreme Court Bars a Second Vehicle Tax Charge on Fleet Already Taxed in Another State
Brazil's Supreme Court struck down a São Paulo rule that re-taxed fleet vehicles already taxed, in the same year, in their home state.
ITBI on Capital Contributions Follows the Declared Value, Absent a Prior Administrative Proceeding
The STJ bars municipalities from unilaterally pricing a capital contribution for ITBI purposes — that only holds after a proper administrative proceeding.
Directors' Liability Requires Prior Annulment of the Approval of Accounts at a Shareholders' Meeting
The Third Panel of the STJ reaffirmed, by a three-to-two majority, that a liability claim against a director depends on prior judicial annulment of the meeting that approved the accounts — but split over how far that rule reaches.
Piercing the corporate veil: the STJ's Theme 1,210 asks for more
Brazil's Superior Court of Justice set binding precedent: in civil and commercial matters, piercing requires actual proof of abuse of the corporate form. A company without attachable assets, or an irregular wind-up, is not enough.
Brazilian gift and estate tax in 2026: progressive rates, market-value basis, and the planning window
The reform reorganized the tax on four fronts at once, changing the cost of inheritance, the cost of lifetime gifts, and the design of family holding structures already in place.
The limit of gifts within the family
A gift to descendants made while the donor already faces a claim capable of rendering them insolvent may be declared ineffective — regardless of any registered attachment or of the recipient's good faith.
What does your spouse inherit, today, under your current structure?
A spouse's share of marital property is not an inheritance. What the spouse receives depends on the marital property regime, on the composition of the estate, and on whether there is a will — and it has rarely been calculated precisely.
Who signs when you cannot?
A conservatorship order does not paralyze the person; it paralyzes management. What a family holding company needs in place to keep operating without depending on the owner's legal capacity.
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