The recent enactment of Complementary Law Nº. 227/2026, which regulates the Constitutional Amendment of the Tax Reform, inaugurates a new era for the Brazilian fiscal system.
One of its milestones is the establishment of the IBS Managing Committee, an entity that deepens cooperative fiscal federalism and materializes the new governance model for the tax, introducing substantial changes across all sectors.
For technology companies and their founders, who operate in a dynamic and often dematerialized environment, adapting to the new rules of the Tax on Goods and Services (IBS) and the Contribution on Goods and Services (CBS) is essential. Although the new legislation seeks to simplify the system, it also imposes new responsibilities and redefines concepts that directly affect digital business models.
In this new context, 5 points require immediate strategic analysis:
1. Tax Liability of Digital Platforms: The new law establishes clear rules regarding the liability of digital platforms for the collection of IBS and CBS. The general rule is subsidiary liability, but it becomes joint liability if the platform fails to provide information about the supplier of the product or service, or if the supplier, being a taxpayer, does not issue the tax document for the transaction. However, the law also allows platforms to opt for tax substitution, assuming full responsibility for calculating and paying all taxes related to the operations they intermediate. While this may simplify compliance with sellers, it demands robust internal controls on the part of the platform.
2. Destination-Based Taxation: One of the pillars of the reform, destination-based taxation, is consolidated by the new law. For digital goods and services, the rule is that the tax is due at the domicile of the purchaser or, in its absence, the recipient. This definition (Art. 11, X) resolves a long-standing debate over the location of the taxable event in digital operations, directly affecting the calculation and payment of taxes on sales of software, streaming services, SaaS products, and other online services provided to consumers across different states and municipalities, thereby requiring precise geographic tracking of transactions.
3. New Options for Simples Nacional: The law introduces significant flexibility for companies under the Simples Nacional regime. Taxpayers opting for this regime may choose to calculate IBS and CBS separately under the regular regime. This option, which is irrevocable for each semester, will allow startups and technology companies within Simples to generate tax credits for their clients (who are not Simples taxpayers), pursuant to the new §1‑A of Article 23 of Complementary Law 123/06. This enhances their competitiveness when contracting with large companies, which will now be able to claim credit for the taxes levied on these acquisitions.
4. Structuring Through Investment Funds: The legislation details the tax treatment of investment funds. As a rule, funds composed exclusively of equity interests and financial assets are not IBS or CBS taxpayers. However, the law specifies important exceptions: Real Estate Investment Funds (FII) and Fiagro funds engaging in certain real estate transactions will be taxed, and—crucially for the innovation ecosystem—Credit Rights Investment Funds (FIDC) that liquidate receivables in advance will also be taxed. Founders and investors should reassess their investment structures and asset profiles to avoid unforeseen tax impacts.
5. The Compliance Program and Penalties: The law creates the National Tax Compliance Program (PNCT), a voluntary‑adherence initiative offering benefits such as extended deadlines, priority in reimbursement analyses, and reduced penalties. In return, penalties for noncompliance have been significantly strengthened. The standard assessment fine is 75%, but it may rise to 150% in cases of tax evasion, fraud, or simulated transactions with recurrence. Additionally, sector‑specific penalties were introduced for technology companies, including those developing or using software that enables tax suppression, with fines reaching up to 150 Fiscal Standard Units (UPF) per device.
The transition to the new tax system goes beyond mere technological adaptation and requires thorough strategic planning by technology companies and their founders. In this sense, an in‑depth examination of platform legal liability, the new Simples Nacional framework, investment structures, and compliance programs becomes essential to safeguarding sustainability and competitiveness within the new paradigm of digital business in Brazil.
