Anyone contributing real property located in Jundiaí to a company's capital stock (capital social) followed, until now, a predictable path. They asked the City to recognize that Brazil's municipal real estate transfer tax, the ITBI, did not apply, and supported the request with the articles of association, an appraisal report and the company's accounting records. They then waited for the technical review of the City's ITBI Division (Divisão de ITBI), and only afterwards took to the registry office the document that cleared registration. The Jundiaí Municipal Tax Code itself provided, in Article 150, §1, that where immunity applied the slip would be issued exclusively by the City's tax authority. Recognition came before the transaction, and the transaction rested on it.
From October 1, 2026, that order is reversed: the taxpayer issues the slip, even when claiming immunity, and the City reviews the transaction after registration. The change comes from Jundiaí Municipal Complementary Law No. 650 of June 30, 2026 (Lei Complementar Municipal, a statute enacted by the City Council), published in the Jundiaí Municipal Official Gazette (Imprensa Oficial do Município) on July 3, 2026, which amends the Jundiaí Municipal Tax Code (Código Tributário do Município de Jundiaí, Municipal Complementary Law No. 460 of October 22, 2008).
The Question
When the transaction is characterized on the slip itself, what exactly does the taxpayer take on by declaring immunity on a capital contribution? And what will the City examine when it reviews the transaction after registration?
The Analysis
New Article 138-A of the Jundiaí Tax Code provides that the ITBI will be assessed by self-assessment (lançamento por homologação, under which the taxpayer calculates and reports the tax and the authority later confirms or revises it), with the payment slip issued by the taxpayer or interested party. The sole paragraph expressly reaches those with no tax to pay: a taxpayer falling within an exemption, non-incidence or immunity must issue the ITBI slip, and the claim to the tax benefit remains subject to later confirmation of the assessment.
To get to that regime, the municipal law first closed the old door:
- Since June 30, 2026, the City has not accepted new requests for prior review and issuance of the slip by the tax administration, including in cases of exemption, non-incidence and immunity (Art. 3, §5, of Municipal Complementary Law No. 650/2026).
- Prior review is not coming back. The same law repealed Article 150, §1, of the Jundiaí Tax Code (Art. 6, II), and in its place, from October 1, 2026, comes the slip issued by the taxpayer.
- The only exceptions to the bar were ex officio assessments and requests to review or correct slips already issued.
- Requests filed before June 30 and still pending follow their own rule. The taxpayer is notified to choose between awaiting the tax review and withdrawing the request to issue the slip on their own, by message to the e-mail address set out in the law, quoting the case number. Absent a response, the request stays in line, in order of filing (Art. 3, §§1 to 3).
What the taxpayer now declares alone is no small matter. Article 139, §7, of the Jundiaí Tax Code has limited non-incidence on capital contributions since 2021 and, as reworded by Municipal Complementary Law No. 650/2026, now reaches both non-incidence cases in items I and II: non-incidence "is limited to the value of the property sufficient to pay up the capital quota, with the tax levied on any excess of the assessed value." The tax base becomes the assessed value (valor venal), defined in Article 140 as the price at which the property would sell for cash under normal market conditions, and §1 keeps the floor the Jundiaí Tax Code already provided: never lower than the City's General Value Map (Planta de Valores Genéricos) for urban property. In other words, the excess calculation the City used to check in the request is now made by whoever issues the slip.
The same self-declaration logic appears elsewhere in the municipal law. The new 1.50% rate for acquirers under Brazil's simplified small-business tax regime (Simples Nacional), available only once and for a single property, depends on the acquirer's own declaration in the slip-issuing system, under penalty of law (Art. 141, II and §1). And new Article 279-A imposes a fine of 100 UFMs on anyone who forges, alters, uses or facilitates the use of a false ITBI slip, or compromises the accuracy of the tax documents relating to it, without prejudice to other penalties.
Review comes afterwards, under its own procedure. Articles 140-A to 140-G of the Jundiaí Tax Code govern review of the declared value:
a) before any audit procedure begins, the taxpayer may correct the value and pay the difference, free of the penalties in Article 279 (Art. 140-A);
b) where the declared value appears inconsistent with market value, the authority opens a procedure by means of an Audit Commencement and Notice Term (Termo de Início de Fiscalização e Notificação), with 30 days to correct the declaration or justify it with an appraisal report or technical opinion (Art. 140-B);
c) if the justification is rejected, the tax authority sets the tax base by a reasoned technical appraisal, preferably under the Direct Market Comparison Method (Arts. 140-C and 140-D);
d) the tax authority's appraisal may be challenged by a request for reconsideration within 30 days, and any resulting ex officio assessment may be contested within the same period (Arts. 140-E to 140-G).
The procedure puts into municipal statute what the Superior Court of Justice (Superior Tribunal de Justiça, STJ) required in Repetitive Theme 1,113 (REsp 1,937,821/SP): the taxpayer's declared value may be set aside only through a regular administrative proceeding with an adversarial hearing.
The municipal law adds two obligations after registration:
- Property record within 30 days. Article 150-B of the Jundiaí Tax Code requires the taxpayer to send the tax authority, within 30 days of registration of the transfer, an updated registry record (matrícula) of the property.
- Records on predominant activity. Article 151 requires delivery of the accounting and tax records needed to verify the company's predominant activity, along the lines of Article 37 of the National Tax Code (Código Tributário Nacional, CTN, Federal Law No. 5,172 of October 25, 1966). The Jundiaí Tax Code already penalized missing records by assessing the tax (Art. 149-A), but set no dates. The new wording sets the dates and adds a fine.
The Article 151 delivery deadlines depend on the test period:
- test covering the two years before and the two years after registration: by September 30 of the year following the end of the third year after registration;
- test covering the first three years: by September 30 of the year following the end of the fourth year after registration.
Failure to deliver on time triggers the tax and a fine of 100 UFMs (Unidades Fiscais do Município, the municipal tax unit), capped at the amount of the tax. The fine drops to 20 UFMs if the records are delivered before an audit procedure begins, with no reduction in cases of willful misconduct, fraud, sham or obstruction of the audit (Art. 151, §§3 to 5).
The Nuance
The municipal law did not take effect all at once. Article 7 of Municipal Complementary Law No. 650/2026 provides that it takes effect on publication, except for a list of Jundiaí Tax Code provisions that take effect 90 days later. Among them are Articles 137, 138-A, 140-A to 140-G and 151. Counting from publication on July 3, 2026, including the day of publication and the last day of the period, the self-assessment regime takes effect on October 1, 2026, the date the City's Finance Department (Secretaria Municipal de Finanças) itself states for the law on its legislation page.
The bar, however, had a date of its own. Between June 30 and September 30, 2026, prior review was already closed to new requests while self-assessment was not yet in force. Throughout that window, the ITBI pages on the City's website went on describing the prior-review procedure, with the list of documents for non-incidence requests. Anyone still registering a capital contribution by September 30 should confirm in writing with the ITBI Division which procedure is being applied.
A drafting point also deserves attention. The sole paragraph of Article 137 of the Jundiaí Tax Code sets the taxable event at registration of the title in the property record, and Article 144 requires the tax to be paid by the date of registration. Registration is therefore the moment that fixes the declaration later subject to review.
There is also an open question on the merits, which self-assessment does not resolve and merely moves onto the slip. In Theme 1,348 of general repercussion (RE 1,495,108), the STF is deciding whether the immunity on capital contributions reaches companies whose predominant activity is buying, selling or leasing real estate. At the session of September 16, 2026, the reporting justice, Edson Fachin, voted for immunity regardless of predominant activity, capped at the value of the capital being paid up (Theme 796) and subject to proof of sham or fraud. Justices Cristiano Zanin, André Mendonça, Nunes Marques and Luiz Fux joined him. Justices Gilmar Mendes and Flávio Dino voted the other way, and Justice Alexandre de Moraes requested time to review the case. The judgment is not over, and votes may change until the result is announced. In the meantime, the predominant-activity test remains in the Jundiaí Tax Code (Art. 139, §§1 to 3). An overview of the three controversies over this immunity is in the analysis published on August 25, 2026.
Finally, there is one point on which the municipal law and case law do not sit easily together. Article 140, §1, of the Jundiaí Tax Code defines assessed value as the cash price under normal market conditions, "and may not be lower than that set by the General Value Map for urban property," a floor carried over from the prior wording. Article 38 of the CTN, as amended by Federal Complementary Law No. 227/2026, adopts the same market definition, with no floor. And the holding in the STJ's Repetitive Theme 1,113 (REsp 1,937,821/SP) states that the ITBI tax base is not tied to that of the IPTU (the municipal property tax), "which may not even be used as a floor for taxation." That holding awaits judgment of an extraordinary appeal before the Federal Supreme Court (Supremo Tribunal Federal, STF), RE 1,412,419.
The General Value Map is, as a rule, the benchmark for IPTU assessed value, and the tension bites precisely on capital contributions. When property enters the company's capital at a value below the Map, combining the Article 140, §1, floor with Article 139, §7, produces a taxable excess. This is a common situation. Article 23 of Federal Law No. 9,249/1995 allows the property to be contributed at the value shown in the partner's statement of assets and rights in their personal income tax return (declaração de bens e direitos), as a rule the acquisition cost, and taxes as capital gain only the excess when another value is used. That is why it is usually the value written into the articles of association. Under self-assessment, the position on this point is no longer argued in a request to the City. It is taken on the slip itself. Declaring below the Map, on the strength of the STJ holding, means declaring against the express text of Jundiaí's municipal law, and the reasoning needs to be documented from day one.
This floor is where the municipal law is most exposed to challenge, and the slip forces the taxpayer to take a position from the outset. There are two paths, and both carry a cost:
- Declare at the floor, pay the tax on the excess and, where appropriate, later seek a refund of whatever is held to have been undue. The deadline is five years from the extinguishment of the tax credit (Art. 168, I, of the CTN), which, under self-assessment, occurs upon the advance payment (Art. 3 of Federal Complementary Law No. 118/2005).
- Declare below the floor, on the strength of the STJ holding, and defend that position when the tax authority reviews the transaction.
The choice depends on the amount at stake and should be recorded in the transaction file.
Practical Implication
What the new municipal law alters is when the immunity on a capital contribution is examined and who answers first for its characterization. For anyone contributing real property located in Jundiaí from October 1 onward, that translates into four steps:
a) before issuing the slip, assemble the file that used to go to the City: articles of association stating the individual value of each property, an appraisal report, and the calculation of any excess of assessed value over the contributed value, with tax paid on that excess, if any, and with a reasoned position on the General Value Map floor whenever the contribution value falls below it;
b) check the company's predominant activity under Article 37 of the CTN and record the basis for the conclusion, since that is what will support the declaration when the tax authority reviews it;
c) add to the company's calendar the delivery of the updated property record within 30 days of registration and of the accounting records on predominant activity by September 30 of the year the municipal law specifies;
d) if the declared value is wrong, correct it before the Audit Commencement Term, the only situation in which the municipal law excludes the penalties of Article 279 of the Jundiaí Tax Code.
Anyone with a prior-review request filed before June 30 and still pending should watch for the City's notice. Withdrawal shifts issuance of the slip to the taxpayer, with every consequence described above.
Prior review made the City the first reader of the transaction. Under the new municipal law, that first reading belongs to whoever declares, and the later review will rest on the documents that existed on the day the slip was issued.
