STJ Allows Amortization of Goodwill in Case Involving Vehicle Company


In the judgment of REsp 2026473/SC, on September 5, the 1st Chamber of the Superior Court of Justice unanimously decided to allow the amortization of goodwill from the base calculation of Corporate Income Tax (IRPJ) and Social Contribution on Net Profit (CSLL) in a case that involved the use of a so-called “vehicle company” and goodwill formed between related parties.

Goodwill arises when a company acquires another for a value exceeding its net assets, thereby allowing the deduction of the difference in IRPJ and CSLL. The process originated from a case involving a foreign investor who invested resources in a company identified as a “vehicle,” which subsequently carried out an Initial Public Offering (IPO). This same company was then merged by another company in a process known as “reverse incorporation.”

The TRF-4, the original court, had already ruled in favor of the taxpayer, validating the corporate reorganization and allowing the amortization of goodwill. However, the National Treasury appealed to the STJ, arguing that the operations lacked economic substance and were aimed solely at obtaining tax advantages.

The rapporteur of the process, Minister Gurgel de Faria, argued that each case of goodwill deductibility must be assessed individually, analyzing the real and economic events related to the operation that generated the goodwill. He also clarified that the current laws on goodwill (Law 9532/1997 and Law 12973/2014) do not refer to the figure of the “real acquirer” – the investing company that creates the vehicle company for goodwill formation. He also noted the importance of verifying the genuineness of the operations but emphasized that, in the case in question, no fraud or simulation was identified.

Thus, the STJ concluded by allowing the fiscal use of goodwill, provided the legal requirements are met. The decision considered that, prior to Law 12,973/2014, there was no prohibition on the amortization of internal goodwill and that current legislation does not forbid the use of “vehicle” companies for corporate acquisitions.

Therefore, this judgment emerges as a landmark for taxpayers in judicial disputes over the fiscal use of goodwill, as the topic of goodwill amortization in the base calculation of IRPJ/CSLL is still widely debated in the Administrative Council of Tax Appeals (Carf). Although the STJ’s decision does not bind Carf, as it was not judged under the repetitive appeals procedure, the precedent may influence future decisions in the administrative court.


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