21 July 2015
PGFN/RFB Administrative Ruling No. 979/2015 (“Administrative Ruling”), published on July 15, 2015, establishes the treatment to be provided to installment and lump sum payments made with the use of credits derived from accumulated tax losses in case of consolidation, merger or full spin-off of entities that opted for payment with the benefits of the Crisis REFIS’ program.
In case the consolidation, merger or full spin-off of the legal entity occurred prior to the date of its accession to the program, the Administrative Ruling provides the cancelation of the installments or lump sum payments made with the use of the credits derived from accumulated tax losses. In this case, the debts may be consolidated by the successor where it has also opted for the same type of installment or lump sum payment described in Section 2 of Law 12,996/2014, with the right to use the amounts already paid by the liquidated entity. On the other hand, the Administrative Ruling does not address how to treat amount paid and the debts included in the “REFIS” program by the liquidated company where the successor has not opted for REFIS’ program.
If the acquisition, merger and full split occurred after the date of accession to the program, the debts should be consolidated as installment or lump sum payments, as originally requested by the liquidated entity, including where the successor has not acceded to the program.
Observations in this update about Brazilian law are by Tauil & Chequer Advogados. They are not intended to provide legal advice to any entity; any entity considering the possibility of a transaction must seek advice tailored to its particular circumstances.