The recent preliminary injunction granted in a collective writ of mandamus filed by the Commercial Association of Paraná reignited the debate on the compatibility between the tax rules introduced by Law 15.270/2025, which addresses the new dividend taxation framework, and the mandatory corporate deadlines established both in Law 6.404/76, applicable to corporations, and in the Brazilian Civil Code, applicable to limited liability companies.
By acknowledging the legal impossibility of approving dividends before the end of the fiscal year, the decision reaches all associated companies, regardless of their corporate form, and impacts thousands of entities that found themselves between two risks: deliberating before closing their financial statements, thereby producing void acts, or waiting for the regular corporate procedures and facing undue taxation.
Below are 5 key points essential for a technical and strategic understanding of the issue:
1. Legal impossibility of meeting the requirement: Law 15.270/2025 conditioned the maintenance of the dividend tax exemption on corporate approval by 12/31/2025. However, both the Corporations Law, for corporations, and Article 1.078 of the Brazilian Civil Code, applicable to limited liability companies, establish that decisions on the allocation of net income must occur only at the mandatory annual meeting, held in the months following the end of the fiscal year. Before the fiscal year closes, there is no determined profit, no finalized balance sheet, and no available financial statements, making early deliberation impossible.
2. Normative conflict between tax law and corporate law: The decision recognized a structural conflict between Law 15.270/2025 and Articles 132 and 133 of Law 6.404/76, in the case of corporations, as well as with Article 1.078 of the Brazilian Civil Code, applicable to limited liability companies. Additionally, Article 110 of the Brazilian Tax Code prevents tax law from altering the content of private‑law institutions, such as the exclusive competence of the Annual General Meeting or the annual meeting of partners. This created an apparently insoluble paradox: maintaining the exemption would require violating mandatory corporate rules.
3. Risk of nullity and liability of administrators: Approving dividends before the preparation of complete financial statements violates fiduciary duties and may result in nullity and personal liability for managers (Article 134, §3º, of Law 6.404/76). The injunction prevents companies from being forced into invalid acts merely to preserve a tax benefit.
4. Immediate financial impact on companies: Without the injunction, companies complying with corporate procedures would be taxed on profits generated during a period when the exemption should still apply, causing significant economic distortion. The order for the tax authorities to refrain from demanding withholding income tax or including dividends in the minimum annual taxation preserves financial planning and reduces contingencies.
5. Legal certainty and interpretation in conformity: The injunction granted to the Commercial Association of Paraná applied a constitutional‑conform interpretation to the tax provisions, determining that the approval requirement by 12/31/2025 must be understood as approval “within the deadlines and procedures set by corporate law,” whether under Law 6.404/76 for corporations or Article 1.078 of the Civil Code for limited liability companies. This harmonization restores normative coherence and removes an impossible requirement.
The injunction obtained by the Commercial Association of Paraná represents an important correction of course by preventing the tax system from imposing conditions incompatible with corporate law, covering both corporations and limited liability companies.
By recognizing the prevalence of the procedures provided in Law 6.404/76 and the Brazilian Civil Code, the decision restores legal certainty and preserves the purpose of the transitional rule in Law 15.270/2025: avoiding taxation of profits generated under an exemption regime.
As the effects of the ruling apply only to companies associated with the petitioner entity, it is advisable for other businesses with dividends to distribute to consider judicial measures to safeguard their rights and prevent potential tax assessments. This is a relevant precedent for corporate governance and tax planning for 2025 and 2026.
