Complementary Law No. 225/2025, which establishes the so-called Taxpayers’ Bill of Rights, has been enacted and published in the Official Gazette of the Union. The statute represents a milestone in the effort to reorganize the relationship between the tax authorities and taxpayers, introducing instruments of tax compliance, cooperation, and differentiation between compliant taxpayers and habitual tax debtors.
However, the final text was promulgated with five presidential vetoes that removed a significant portion of the benefits that would have been granted to so-called “good taxpayers,” especially in matters related to debt regularization and guarantees.
- Structural Elements Introduced by LC No. 225
The Code establishes the legal foundations for a new architecture governing the relationship between the Federal Revenue Service and taxpayers, with emphasis on three federal compliance programs:
- CONFIA (Cooperative Tax Compliance Program)
Targeted at large taxpayers, with a focus on transparency, dispute prevention, and cooperation. - SINTONIA
A system for classifying taxpayers according to their level of tax compliance. - AEO – Authorized Economic Operator (OEA)
A pre-existing customs program now incorporated into the broader logic of tax compliance.
In addition, the law regulates the concept of the habitual tax debtor, allowing infra-constitutional legislation to establish stricter treatment for taxpayers who use tax noncompliance as a strategy of unfair competition.
- Vetoes That Weakened Part of the Incentives
Despite the discourse of modernization and cooperation, the presidential vetoes affected precisely the provisions that created economic and procedural advantages for compliant or collaborative taxpayers.
The following provisions were vetoed:
a) Reduction of Fines and Interest
A provision that allowed for reductions of up to 70% of fines and interest for taxpayers enrolled in compliance programs.
b) Use of Tax Losses and Negative CSLL Base
The possibility of using IRPJ tax losses and the negative CSLL base to settle tax debts was vetoed.
c) Extended Installment Plans
The provision allowing installment payments of up to 120 months was removed.
The justification for this veto was based on:
- lack of a temporal limitation;
- incompatibility with the Fiscal Responsibility Law; and
- creation of a tax expenditure without budgetary authorization.
d) Benefits of the SINTONIA Program by Administrative Act
Authorization for the Federal Revenue Service to define SINTONIA benefits by regulatory act, according to taxpayer classification, was vetoed—weakening the program’s practical operability.
- Most Sensitive Veto: Guarantees and Judicial Deposits
One of the most impactful vetoes prevented:
- flexibilization of the rules for acceptance and substitution of guarantees, including the replacement of judicial cash deposits with surety insurance or guarantees based on the taxpayer’s economic capacity.
In practice, this maintains the current rigid framework, which frequently requires cash deposits or costly guarantees, even from financially sound companies.
The official justification cited a “risk to the public interest” due to the absence of precise legal parameters.
From the taxpayer-defense perspective, however, this veto weakens access to justice, as it:
- immobilizes corporate cash;
- increases the cost of tax litigation; and
- may hinder the effective exercise of due process and adversarial proceedings.
- Practical Effects of the Code After the Vetoes
With the vetoes, the Taxpayers’ Bill of Rights enters into force with an important normative structure, but without the main economic instruments that would make compliance genuinely attractive.
In practice, the result is as follows:
| What Remained | What Was Removed |
|---|---|
| Compliance programs (CONFIA, SINTONIA, OEA) | Significant reductions of fines and interest |
| Legal basis for addressing habitual debtors | Use of tax losses to settle debts |
| General rules of cooperation | Long installment plans (120 months) |
| Procedural duties and rights | More flexible guarantees regime |
- Critical Assessment for Companies and Economic Groups
For corporate groups, holdings, and medium- to large-sized taxpayers, the Code:
- formalizes a taxpayer classification logic, which tends to influence audits, special regimes, and the relationship with the Federal Revenue Service;
- does not, however, deliver the economic incentives that would make participation in the programs truly strategic;
- maintains a high financial cost of tax litigation, particularly due to the rigidity of guarantees.
The result is a more sophisticated control and compliance model, but one that remains asymmetrical: the tax authorities gain monitoring tools without taxpayers receiving proportionate financial or procedural relief.
Conclusion
LC No. 225/2025 represents an institutional advance in the effort to distinguish compliant taxpayers from habitual debtors and to promote a culture of tax compliance.
Nevertheless, the presidential vetoes removed precisely the elements that could have transformed this framework into a genuine cooperative relationship.
In practice, the system has become more sophisticated, but not more balanced, keeping tax planning, fiscal risk management, and guarantee strategies at the center of corporate decision-making in Brazilian tax litigation.