Aiming to optimize tax management and reduce high economic impact litigation, the Ministry of Finance, through Normative Ordinance MF No. 1,383, established the Full Transaction Program (PTI). Based on Law No. 13,988/20, the PTI seeks to promote the settlement of tax liabilities and resolve disputes consensually, providing benefits for both the tax authorities and taxpayers.
The PTI will be coordinated by the Executive Secretariat of the Ministry of Finance, in partnership with the National Treasury Attorney General’s Office (PGFN) and the Special Secretariat of the Federal Revenue Service of Brazil (RFB). This inter-institutional collaboration ensures efficiency in the implementation of the program and in the analysis of transaction proposals.
Full Transaction Program Modalities
The PTI is structured into two distinct modalities:
- Transaction in the Collection of Judicialized Credits
This modality is exclusively aimed at tax credits already in litigation, that is, those in the judicial phase and not yet included in the active debt. It is based on the Reasonable Potential for Recovery of Judicialized Credit (PRJ), as defined in Chapter II of Law No. 13,988/20.
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- PRJ Evaluation: PGFN will be responsible for assessing the PRJ, considering factors such as the prognosis of legal actions, the degree of uncertainty in the outcomes, and the duration of the processes.
- Request Procedure: Transaction proposals must be submitted exclusively through the Regularize Portal.
- Processing: After analyzing the PRJ and the recoverability of the debt, the RFB will take the appropriate measures.
- Transaction in Tax Litigation of Relevant and Widespread Legal Controversy and High Economic Impact
This modality covers tax credits under discussion in administrative and judicial litigation on relevant topics with significant economic impact. The issues are listed in Annex I of the Ordinance, based on Chapter III of Law No. 13,988/20.
Included Topics:
Annex I includes, but is not limited to, issues such as:
- Incidence of social security contributions on profit-sharing;
- Fiscal classification of inputs in the Manaus Free Trade Zone;
- Non-retroactivity of fiscal concepts for IPI;
- Deduction from the PIS/COFINS tax base by leasing companies;
- Requirements for calculating Interest on Own Capital (JCP);
- Incidence of IRPJ and CSLL on capital gains in demutualization processes;
- Fiscal amortization of goodwill;
- Incidence of PIS/COFINS in corporate splits;
- Criteria for determining transfer pricing;
- Taxation of revenues in the aviation sector, among others.
The Ordinance allows for the inclusion of new topics ex officio through a joint act by PGFN and RFB, and also enables taxpayers to suggest new issues to expand the list of legal controversies eligible for transaction.
Adherence Procedure:
Interested taxpayers must submit their transaction proposal to the RFB via e-CAC or to PGFN through the Regularize Portal, depending on the procedural stage of the tax credit.
Specific Transaction Conditions
While Normative Ordinance MF No. 1,383 has established the general guidelines of the PTI, deadlines and specific rules for the transaction have yet to be defined. PGFN and RFB, together, must issue new normative acts to set the specific conditions, in accordance with the limits established by Law No. 13,988/20. Aspects to be regulated include:
- Maximum ceiling for tax credit discounts;
- Maximum term for paying off the credit in installments;
- Possibility of using tax losses and negative CSLL bases;
- Use of precatory payments, among other alternatives.
The Full Transaction Program represents a significant opportunity for taxpayers to settle their tax liabilities consensually, reducing legal uncertainty and enhancing credit recovery. Interested companies should follow future regulations from PGFN and RFB to take advantage of the benefits offered by the PTI. Taxpayers will be able to choose the modality that best suits their interests, provided that a single credit is not split to be included in both modalities.