In recent years, Brazilian Receivables Investment Funds (FIDCs) have stood out as effective solutions for financing productive activities and diversifying portfolios.
The complexity of tax norms and the constant regulatory updates require managers, structurers, and consultants to pay close attention in order to mitigate risks and ensure legal compliance.
Below are five critical points related to the taxation of FIDCs, based on current rules issued by the Brazilian Federal Revenue and the Securities and Exchange Commission (CVM).
1. Taxation of income distributed to quota holders: In the case of FIDCs qualified as investment entities and with at least 67% of their portfolio comprised of credit rights, as established by Resolution CMN Nº. 5.111/2023, a single 15% withholding income tax rate is applied to the income distributed, redemptions, or amortizations of fund shares. Under these circumstances, such funds remain exempt from the “come-cotas” semiannual taxation mechanism, maintaining a differentiated fiscal regime due to the structure of the fund and the classification of its portfolio.
2. Revenue recognition: cash basis vs. accrual basis: For tax purposes, the taxation of income from investment funds occurs on a cash basis, that is, at the moment of actual payment or credit to the quota holder. On the other hand, fund accounting observes the accrual basis, in accordance with NBC TG 38 standards, so that income is recognized when earned, regardless of receipt. This mismatch between regimes can cause distortions in the calculation of accounting results and in the distribution of income, especially in portfolios with defaulted credits.
3. PIS/COFINS on the assignment of receivables to the FIDC: The COSIT ruling Nº. 27/2020 clarifies that the assignment of receivables that is part of the assignor company’s activity constitutes gross revenue subject to PIS and COFINS, pursuant to Laws Nº. 10.637/2002 and 10.833/2003. However, if the transaction is occasional and unrelated to the company’s corporate purpose, it is possible to argue the non-incidence of these contributions, based on the interpretation of the concept of gross revenue as provided for in legislation.
4. Capital gain on the sale of shares: The sale of FIDC shares by individuals is subject to taxation on capital gains, with progressive rates from 15% to 22,5%, according to art. 21 of Law Nº. 8.981/1995. For legal entities, taxation will occur in accordance with their tax regime (actual, presumed, or arbitrated profit), with IRPJ and CSLL applied to the gains. COSIT ruling Nº. 242/2017 reinforces that the exemption provided for in art. 3 of Law Nº. 11.033/2004 does not apply to FIDC shares, even if the funds invest in incentivized assets.
5. Administrator’s responsibility for withholding tax: The administrator of the fund is responsible for withholding and collecting the withholding income tax (IRRF) on income paid or credited to quota holders, pursuant to Art. 17, I, of Federal Revenue Instruction Nº. 1.585/2015. Noncompliance with this obligation may lead to assessments and sanctions by the Federal Revenue.
The taxation of FIDCs requires thorough and strategic technical analysis. Factors such as portfolio composition, profile of quota holders, and the model for assigning receivables directly impact tax risk and structural efficiency. Therefore, it is essential that managers, structurers, and consultants master these aspects not only to ensure compliance with current legislation but also to explore opportunities for tax optimization.
