Brazilian Senate Approves Bill Extending Corporate Deadline for Approval of Dividends Related to the 2025 Fiscal Year

Last Tuesday, December 2, the Brazilian Senate’s Economic Affairs Committee (“CAE”) approved the final text of Bill No. 5,473/2025 (“Bill 5,473/25”). Article 6 of the bill authorizes the distribution of dividends whose allocation has been approved at a shareholders’ meeting held by April 30, 2026, regardless of the date on which the financial statements for fiscal year 2025 were closed.

If the bill is enacted (the text will now move to the Chamber of Deputies before any potential presidential sanction), companies across the country will no longer need to anticipate the closing of their financial statements to December 2025, nor hold shareholders’ meetings within that same year to approve the allocation of profits for fiscal year 2025 solely for the purpose of distributing dividends before the new taxation rules come into force.

Regulatory Context: Law No. 15,270/2025 and the Issue It Created

Law No. 15,270/2025 (“Law 15,270/25”), recently enacted, introduced a minimum taxation on income, profits and dividends at source, effective as of January 1, 2026.

However, the legislation failed to consider the Brazilian corporate and accounting calendar, under which the determination of results and the allocation of profits — in both public and private companies — traditionally take place only between March and April of the following year.

This misalignment created:

• widespread legal uncertainty for companies and investors (both domestic and foreign);

• risks of inconsistency with existing corporate law;

• potential violations of generally accepted accounting principles and practices; and

• disruption to the normal cycle of closing financial statements in Brazil.

Unsurprisingly, Law 15,270/25 has been widely criticized by the legal community, the market and business associations for abruptly disrupting the usual dynamics governing the preparation of financial statements.

Why Bill 5,473/25 Matters

Article 6 of Bill 5,473/25 — if maintained in its current form — restores predictability and reconciles the newly created tax regime with the standard corporate framework, allowing:

• profits determined up to fiscal year 2025
• and whose distribution is approved by April 30, 2026

To not be included in the calculation base of the minimum personal income tax (IRPF), provided that payment or credit occurs between 2026 and 2028, in accordance with the approved terms.

This represents a relevant step by the Senate and the CAE in promoting an adjustment that restores a minimum level of legal certainty for taxpayers — who already face high capital costs, a challenging macroeconomic environment, and a significant increase in the tax burden, without clear corresponding gains in fiscal or social efficiency.

Text of Article 6 – Bill 5,473/2025

Article 6. Without prejudice to specific legal provisions, the following profits and dividends shall not be included in the calculation base of the minimum personal income tax (IRPF):

I – those related to results determined up to calendar year 2025;

II – whose distribution has been approved by April 30, 2026 by the competent corporate body;

III – provided that the payment, credit, allocation or delivery:

a) occurs in calendar years 2026, 2027 and 2028; and
b) complies with the terms established in the approval resolution adopted by April 30, 2026.

Monitoring

We will continue to closely monitor the progress of Bill 5,473/25 in the Chamber of Deputies. We remain available to discuss specific impacts, assess possible scenarios and support your company in appropriate corporate and tax planning for fiscal year 2025.