1. General Context
On October 22, 2025, the Federal Senate approved, by 51 votes to 10, the final text of Complementary Bill No. 108/2024, which regulates central provisions of the Consumption Tax Reform (Constitutional Amendment 132/2023) and creates the Management Committee for the Tax on Goods and Services (IBS).
The new version incorporated more than 60 parliamentary amendments, with significant changes on topics such as:
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digital platforms
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zero-rate medications
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single-phase fuel regime
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split payment
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penalties
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loyalty programs
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employee benefits
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SAFs (Football Corporations)
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composition of the Management Committee
The text now proceeds to presidential approval, consolidating the second legislative pillar of Tax Reform regulation — the first being CLP 68/2024, which addressed the general rules for CBS and IBS.
2. Structure and Governance of the IBS Management Committee
The Management Committee will be responsible for administering, supervising, and distributing IBS revenue among federal entities, with technical and operational autonomy, but without authority to create taxes.
After intense negotiations, the provisional composition model was maintained:
- 27 seats in total
- 14 for the CNM
- 13 for the FNP
Additional rules:
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Electoral regulations will be defined jointly by CNM and FNP.
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Each entity may register two electoral slates.
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Minimum percentage of votes for validating municipal slates was reduced from 50% to 30%.
3. Administrative Process and Integrated Supervision
CLP 108/2024 unifies the tax administrative proceeding (PAT) for IBS and CBS, ensuring uniform treatment for:
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queries
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challenges
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administrative appeals
Additional changes:
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Response period for joint consultation solutions increases from 30 to up to 60 days.
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Tacit acceptance applies if one body does not respond within the deadline.
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Digital platforms: remain without right to IBS/CBS credit and absorb financial costs without tax pass-through.
4. Amendments Approved by the Federal Senate
The Senate approved Complementary Law No. 214/2025, bringing adjustments in:
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tax invoices
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single-phase regimes
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tax benefits
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penalties
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reference rate calculations
4.1. General Consolidation of Amendments
Changes were introduced to:
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correct technical distortions
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reduce litigation
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improve transition to IBS/CBS
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address demands from sectors and federal entities
4.2. Consolidation of Tax Invoices by Municipality
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Allows issuing one consolidated tax document per municipality for transactions without purchaser credit.
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Requested by large tech companies.
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Opposed by the Federal Revenue and some state tax offices.
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May be subject to presidential veto.
4.3. Zero-Rate Medications
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List becomes dynamic, updated every 120 days.
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Joint definition by Ministry of Finance, Management Committee, and Ministry of Health.
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Prioritizes drugs for rare, neglected, oncological diseases and diabetes.
4.4. Single-Phase ICMS for Fuels
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Includes gasoline and diesel streams (e.g., naphtha) in the single-phase regime to combat fraud.
4.5. Tolerance Limits for Split Payment
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Creates Article 471-D.
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First two years of CBS: no penalties for errors within tolerance thresholds.
4.6. Condition for Reduction of Ex Officio Penalty
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Penalty reduction from 75% to 50% only if the return correctly describes:
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goods/services
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quantities
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transaction values
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4.7. More Recent Reference Rates
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IBS/CBS reference rates will now use 2024–2026 revenue/GDP averages instead of 2012–2021.
4.8. Specific Regime for Loyalty Programs
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Loyalty administrators fit into the specific financial services regime.
4.9. Penalties for Ancillary Obligations
Graduated penalty model:
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2026: 6% (CBS) / 12% (IBS)
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2027–2032: IBS = double CBS
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2033 onward: each tax’s own rate
4.10. Employee Benefits and Tax Credits
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Transport, meal, and food vouchers generate IBS/CBS credit without collective agreements, if the supplier is under the specific financial services regime.
4.11. SAF – Tax Burden Reduction
New SAF tax burden:
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IRPJ + CSLL: 4% → 3%
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CBS: 1.5% → 1%
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IBS: 3% → 1%
Total falls from 8.5% to 5%.
5. Sectoral and Economic Impacts
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Industry: clarity on credits, ICMS balance automatic approval after 12 months.
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Commerce/Retail: smoother transition, penalty forgiveness in 2026.
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Digital services: obligations increase; risks mitigated.
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Health/Pharma: dynamic zero-rate system improves predictability.
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Construction: contracts must adapt to destination-based taxation.
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Sports: SAFs benefit from reduced burden.
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Municipalities: progress in shared governance; possible representation conflicts.
6. Challenges and Legal Risks
Remaining risks include:
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composition of the Management Committee
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transparency issues in fiscal consolidation
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disputes over penalties and tolerance rules
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implementation challenges for cashback and split payment systems
7. Conclusion and Recommendations
CLP 108/2024 consolidates the second stage of Tax Reform, with governance improvements, gradual transition, and sector-adapted adjustments.
Companies should:
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Update tax systems/ERP for IBS and CBS.
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Review contracts and supply chains for destination-based taxation.
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Use the 2026 self-regularization window.
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Monitor infralegal regulations.
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Anticipate cash-flow impacts.