Complementary Law No. 225/2025: Special Program for Installment Payment of Tax Credits of the State of Rio De Janeiro

On October 27, 2025, Complementary Law No. 225/2025 was published in the Official Gazette of the State of Rio de Janeiro , establishing the special installment payment program (the “Program”) for state tax credits, in line with the guidelines of ICMS Agreement No. 69/2025.

Under the Program, tax credits (including penalties for non-compliance with ancillary obligations and non-tax penalties) arising from taxable events that occurred up to February 28, 2025, whether registered as overdue tax liabilities or not, may be subject to the special installment regime, with reductions in statutory penalties and interest charges.

Taxpayers may settle their debts in one lump-sum payment or in installments, with progressive reductions on penalties and default charges, as follows:

(i) A lump-sum payment: 95% reduction;

(ii) Up to 10 installments: 90% reduction;

(iii) Up to 24 installments: 60% reduction;

(iv) Up to 60 installments: 30% reduction;

(v) Up to 90 installments: no discount.

If the tax credits consist solely of penalties, they will be reduced by 50%, and the reduction of interest charges will follow the percentages set forth above.

The application to the program is deemed to occur upon the lump-sum payment or the payment of the first installment.

The minimum installment amount is 450 UFIR-RJ (one UFIR-RJ is equivalent to R$ 4.7508), and the deadline for application is up to 60 days after the issuance of the regulation, extendable once for an equal period.

Among the benefits granted by the installment program, the law allows for the offsetting of debts enrolled as overdue tax liabilities against special judicial payment orders (“precatórios”), whether held by the taxpayer or acquired from third parties, provided such credits are liquid, certain, enforceable, and stem from final and unappealable court decisions (res judicata). In such cases, the consolidated debt amount will be subject to a 70% reduction of penalties and default charges.

The offset is limited to (i) 75% of the debt amount, for ICMS debts, and (ii) 50% of the debt amount, for IPVA debts; and the remaining balance must be paid in cash within five business days after approval of the request.

Application to the Program implies irrevocable and irreversible acknowledgment of the debts, with the taxpayer waiving any right to challenge the principal amount or penalties and interests in administrative or judicial proceedings, and requires the withdrawal of lawsuits and administrative defenses related to the debts included in the installment program.

For companies under judicial reorganization or bankruptcy proceedings, the law establishes a special installment program with more flexible terms for the settlement of all debts (tax and non-tax credits) registered under the debtor’s name, through payment in up to 180 installments, with reductions ranging from 95% to 65% on fines and interest, depending on the number of installments.

Enrollment for companies under judicial reorganization or bankruptcy proceedings may be applied until December 29, 2025, covering debts arising from taxable events occurring up to the publication date of the law. After approval, the first five installments must correspond to at least 2% of the consolidated debt amount, provided that such percentage does not exceed the gross revenue earned in the previous month.

It is important to highlight the prohibition on using judicial deposits to offset payments under the Program, and that guarantees previously provided in court will only be released after full settlement of the debt.

Furthermore, the law authorizes the State Attorney’s Office to (i) withdraw tax foreclosure lawsuits that are old and of low value, particularly those filed prior to December 31, 2014, with debts under 10,000 Fiscal Reference Unit-RJ (tax debts) or 5,000 Fiscal Reference Unit-RJ (non-tax debts); and (ii) cancel debts registered in Active Debt with an amount lower than half of the minimum installment value set for the regular installment program.

Our Tax team is available to discuss the issues addressed in the ruling and the main aspects that may impact our clients' businesses at TaxpartnersTC@mayerbrown.com.

*This content was produced with the participation of law clerks Bruno Vieira and Arthur Colonese.