Brazil's consumption tax reform is in its test year in 2026. Federal Supplementary Law No. 214, of January 16, 2025, set token rates for this year's taxable events — 0.9% of Contribuição sobre Bens e Serviços (CBS, the federal goods and services contribution), under Article 346, and 0.1% of Imposto sobre Bens e Serviços (IBS, the subnational goods and services tax), under Article 343 — and what is being tested, above all, is companies' ability to document their transactions under the new model. The schedule for that documentation was set by Joint Act RFB/CGIBS No. 4, of July 30, 2026, published in the Diário Oficial da União (Federal Official Gazette) of July 31.
The act phases in the requirement by document and by type of transaction, and applies to taxable events occurring from each date (Article 1, caput). Services generally subject to the municipal services tax (ISS) began on October 1. For anyone holding real estate, two obligations begin on December 1, 2026:
- Leases. Leases, onerous assignments and rentals of real property require an electronic services invoice (NFS-e), under Article 1, item III, subparagraph "g".
- Sales. The sale of real property requires the Electronic Invoice for the Sale of Real Property (NF-e ABI), model 77, under item XVIII.
For companies under the Simples Nacional (Brazil's simplified small-business tax regime), paragraph 1 of Article 1 moves all dates to January 1, 2027.
The Question
The question that matters to a family holding structure is whether a company that leases or sells its own properties is on that list.
The Analysis
Two provisions of federal Supplementary Law No. 214/2025 answer it. Article 21, item I, defines as an IBS and CBS taxpayer the supplier that carries out transactions in the course of an economic activity, on a habitual basis or professionally. Article 251 subjects to the specific real estate regime the real estate transactions of those who compute both taxes under the regular regime, and Article 252 includes in that regime the sale and the lease, onerous assignment and rental of real property. In other words, a company that leases property on a habitual basis, or sells it in the course of its activity, is an IBS and CBS taxpayer and, outside the Simples Nacional, computes under the regular regime: its transactions are covered by the December 1 schedule, even if it provides no services. A company that merely holds property, without leasing or selling it, carries out no transaction to be documented.
This year, the central point is the waiver of payment. Article 348, paragraph 1, of federal Supplementary Law No. 214/2025 waives payment of IBS and CBS on 2026 taxable events for taxpayers that comply with the ancillary obligations set out in the legislation, and issuing the tax document is among them. A taxpayer that does not issue it fails to meet the condition the law sets for the waiver. The law does not detail how the 2026 tax would then be collected; it deals separately with the penalty for non-compliance: under paragraphs 3 and 4 of the same article, added by federal Supplementary Law No. 227/2026, once an assessment is issued, the taxpayer has sixty days to cure the omission, and compliance extinguishes the penalty.
Joint Act RFB/CGIBS No. 5, of August 12, 2026, which regulates this year's National Tax Compliance Program, indicates what the tax authorities expect from those not yet in compliance: the cumulative criteria in Article 2, paragraph 1, include appointing an accounting professional responsible for compliance and correcting, by December 31, 2026, the inconsistencies communicated. Taxpayers that remain in the program preserve their voluntary-disclosure status in the face of data-matching communications (paragraph 2).
The Nuance
Two limits are worth noting:
- Individuals. An individual who leases or sells real estate enters the regular regime only above the limits of Article 251 of federal Supplementary Law No. 214/2025, detailed in Article 382 of the CBS Regulation (federal Decree No. 12,955/2026). For leases, the test is prior-year revenue above BRL 240,000, an amount adjusted monthly by the IPCA consumer price index since January 16, 2025, involving more than three distinct properties; and, for counting purposes, each undivided fraction of a jointly owned property counts as a distinct property (Article 382, paragraph 9), which is common when a family's assets have been divided among heirs. In those cases, registration with the CNPJ (the national register of legal entities) and issuance of the document are required only from January 1, 2027: for the CBS, under Articles 105, paragraph 4-A, and 115, paragraph 3, item I, of the CBS Regulation, added by federal Decree No. 13,075/2026; for the IBS, under Article 617, item IV, of the IBS Regulation, as amended by CGIBS Resolution No. 13/2026.
- Timing. The waiver covers only taxable events occurring through December 31, 2026. From January 1, 2027, the CBS leaves its test rate and is charged at the rate set by the Federal Union, or at the reference rate in the absence of specific legislation, reduced by 0.1 percentage point through 2028, under Article 347 of federal Supplementary Law No. 214/2025; the reductions in Article 261 of the same law — seventy percent for leases and fifty percent for other real estate transactions — apply to that rate. The IBS remains at a test rate in 2027 and 2028, at 0.05% state and 0.05% municipal, under Article 344 of the same law.
Practical Implication
A family holding company is usually set up to simplify: to concentrate ownership, organize succession, reduce friction among heirs. That is why it often has its formal compliance in order — articles of association, registration, balance sheet — and no one in charge of its tax operations: the rent lands in the account, the accountant closes the month, and neither end issues a document. The new obligation calls for operational compliance, with documentation and tax compliance routines that the structure, as designed, did not anticipate.
Within the company, the person accountable for that compliance is the manager. Article 1,011 of the Civil Code (Código Civil) requires the manager to exercise the care and diligence one applies to one's own affairs, and Article 1,016 makes managers jointly liable, to the company and to injured third parties, for fault in the performance of their duties. The written answer to the partners organizes the obligation and documents the manager's diligence.
In practical terms, the question the partners put to the manager is who will issue the document. The written answer should cover five points:
- Regime. Under which regime the company computes its taxes, regular regime or Simples Nacional, because that determines whether the date is December 1, 2026 or January 1, 2027.
- Document. Which document corresponds to each transaction: the services invoice for rent, the sale invoice for a sale.
- Start date. From when, bearing in mind that the schedule applies to taxable events occurring from the dates set.
- System. With which system the invoice will be issued.
- Responsible professional. Which accounting professional has been appointed, in the Federal Revenue Service's electronic system, as responsible for compliance, under Article 3, paragraph 1, of Joint Act No. 5.
That appointment needs to be on record before the first December transaction: an obligation with no one responsible for it is the one that later surfaces in an assessment.
