The deductibility of the amortization of goodwill (
ágio) for purposes of Corporate Income Tax (IRPJ) and Social Contribution on Net Profits (CSLL) is one of the most frequent and highest-value tax disputes arising from acquisitions of equity interests. A series of recent decisions indicates that the Federal Administrative Tax Court (Conselho Administrativo de Recursos Fiscais — CARF) — and, in particular, the First Panel of its Superior Chamber (Câmara Superior de Recursos Fiscais — CSRF) — has been consolidating a position favorable to taxpayers, under which the so-called “real acquirer” theory (
tese do real adquirente) is rejected where simulation or fraud is absent.
Three representative rulings illustrate this trend: administrative ruling No. 1301-008.113 (the General Mills Brasil case), decided on February 23, 2026, and published in April; and two rulings issued by the First Panel of the CSRF that preserved decisions favorable to taxpayers — ruling No. 9101-007.552 (the Casas Bahia group), decided on April 7, 2026, and ruling No. 9101-007.577 (Serasa/Experian), decided on May 12, 2026. Their common thread is directly relevant to companies that structure acquisitions through holding companies, capital contributions (
integralização de capital), or intragroup financing.
The main aspects of this line of decisions, and what it signals for corporate reorganizations, are examined below.
What is at stake in the amortization of goodwill?
Goodwill (
ágio) is the premium paid on the acquisition of an equity interest, generally grounded in the expected future profitability of the target.
Articles 7 and 8 of Law No. 9,532 of December 10, 1997, together with Article 20 of
Decree-Law No. 1,598 of December 26, 1977, allow this amount to be amortized for tax purposes once the investor’s and the investee’s net assets are combined through a merger (
confusão patrimonial).
To disallow this expense, the tax authorities typically rely on two lines of argument: (i) the “real acquirer” theory — under which the true acquirer is said to be the (often foreign) parent company that provided the funds, rather than the legal entity that formally carried out the transaction, treated as a mere “vehicle company” (
empresa-veículo); and (ii) the absence of a non-tax business purpose in the structure adopted. It should be noted at the outset that the rulings examined here concern goodwill formed under the regime in force before Law No. 12,973/2014 — a point addressed further below.
How is the CARF ruling on the “real acquirer” theory?
In the General Mills Brasil case (ruling No. 1301-008.113), the First Ordinary Panel of the Third Chamber of the First Section ruled for the taxpayer by majority. The official headnote (
ementa) is explicit in rejecting any requirement that the source of the funds and the formal acquirer be the same:
“Articles 7 and 8 of Law No. 9,532/1997 and Article 20 of Decree-Law No. 1,598/1977 impose no requirement of identity between the original source of the funds and the formal acquirer of the investment, nor any prohibition on the use of a vehicle company.” The panel recorded that, where the statutory requirements are met and simulation, fraud, or artificiality is absent, the expense is deductible.
The decision preserved in the Casas Bahia case followed the same reasoning, holding that
“in a purchase and sale, the ‘real acquirer’ is the party that receives the asset in exchange for payment of the price,” with no legal basis for treating the group entity that provided the funds as the “real investor” in all circumstances. In our view, this position is consistent with the statutory text: the law conditions amortization on the merger of net assets and on the requirements of Articles 7 and 8, and not on identifying an acquirer other than the one that legally carried out the purchase.
Why has the Superior Chamber not reversed these decisions?
A less obvious but decisive aspect lies in the grounds on which the CSRF has upheld the favorable decisions. In the Casas Bahia and Serasa cases, the Superior Chamber did not even reach the merits of the “real acquirer” theory: it declined to hear — in whole or in part — the special appeals (
recursos especiais) filed by the National Treasury (Fazenda Nacional), for lack of factual similarity with the precedents relied upon. In the Serasa case, the headnote stated that
“absent factual identity, there is no conflict of case law for the higher instance to resolve.”
The explanation is technical. The amortization of goodwill is a highly fact-intensive matter — it depends on the specific structure of the transaction, on the appraisal reports, and on the actual merger of net assets. Because a special appeal requires proof of a conflict involving equivalent factual situations, the CSRF has been barring the National Treasury’s appeals at the admissibility stage. In our view, the practical consequence is clear: the outcome of goodwill disputes is largely determined by the evidentiary record built at the ordinary-panel level. This procedural standard cuts both ways — it may equally bar taxpayers’ appeals in cases with strong factual specificity.
Do these decisions apply under the current regime of Law No. 12,973/2014?
One clarification is necessary: the precedents above analyze goodwill generated and amortized under the regime in force before
Law No. 12,973 of May 13, 2014, grounded in Articles 7 and 8 of Law No. 9,532/1997. As of 2015, Law No. 12,973/2014 reshaped the matter. It now requires the acquisition cost to be allocated among net equity, a fair value step-up or step-down (
mais-valia or
menos-valia), and goodwill based on expected future profitability. The step-up or step-down must be determined by an independent appraisal report filed with the Brazilian Federal Revenue Service (Receita Federal do Brasil — RFB). Amortization of the goodwill — at a rate of 1/60 per month — presupposes an acquisition between unrelated parties (Article 22 of Law No. 12,973/2014, as regulated by Normative Ruling RFB No. 1,700/2017).
Despite this change, in our view the discussions in these rulings remain relevant benchmarks for ongoing transactions. The current regime expressly prohibited only the use of so-called internally generated goodwill (
ágio interno) — that is, goodwill arising from transactions between related parties — without enacting any restriction on the use of a holding company (the “vehicle company”) to receive the investment and carry out the acquisition. The “real acquirer” theory, developed in administrative litigation, was not incorporated into the statute. The debate over the legitimacy of such structures therefore remains current, and the grounds established in these precedents continue to guide the planning of acquisitions under the legislation in force.
What precautions should companies take?
The current line of decisions reinforces the importance of consistency in the structure and documentation of the transaction. The following points warrant attention:
- the economic substance and the business purpose of the structure adopted should be documented — with an acquiring company that performs genuine functions and activities — so as to avoid characterization as a baseless vehicle company;
- the effective merger of net assets between the acquirer and the target should be ensured, as required by Articles 7 and 8 of Law No. 9,532/1997;
- an appraisal report contemporaneous with the transaction, based on a discounted cash flow (DCF) analysis, should be maintained to support the goodwill attributed to expected future profitability;
- amounts attributable to other intangibles (brands, customer base, access to a distribution network), which are subject to a separate amortization rule, should be segregated from the goodwill;
- consistency should be ensured between the classification of the goodwill in Brazil and the information reported to foreign authorities (for example, filings submitted to the U.S. Securities and Exchange Commission — SEC), a discrepancy that has already supported tax assessments.
It should be emphasized that the favorable position is not a blank check: the disallowance stands where simulation, fraud, or business artificiality is demonstrated. Moreover, this is administrative case law, without binding effect and still subject to review — several rulings included dissenting votes, and the matter may be taken to the judicial courts.
In light of the foregoing, an administrative position currently favorable to the deductibility of goodwill may be observed where economic substance and the merger of net assets are present, with the Superior Chamber frequently preserving the lower-level decisions on procedural grounds. The rulings cited may be consulted on the
CARF case law portal.
We remain available to discuss the legally available paths in relation to this matter.
MILANEZ VILLELA ADVOGADOS
By
Leonardo Milanez Villela (OAB/SP No. 286,623).
