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Understand How Law 15.270 Impacts Dividend Taxation in Simples Nacional and Which Legal Questions and Risks May Arise from 2026.
Illustrative image created by AI – editorial use.
The recent sanction of Law No. 15.270/2025 rekindled relevant discussions in the legal, accounting, and business fields, especially among micro and small enterprises. The norm, which instituted the so-called high income taxation, profoundly altered the rules applicable to profit and dividend distribution in Brazil. However, the absence of an explicit mention to Simples Nacional generated doubts and legal insecurity regarding the scope of the new requirements.
This information was released by specialized portals in tax law and fiscal legislation, which began to analyze the impacts of the new law on different taxation regimes. Since then, business owners and professionals in the field have been seeking to understand whether the changes affect or not the historical exemption of dividends distributed by companies opting for Simples Nacional.
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Historical Exemption of Dividends Has Always Been a Pillar of the Brazilian Tax System
Since 1996, the Brazilian tax system adopted as a general rule the exemption from Income Tax on profits and dividends distributed to individuals. This policy aimed to compensate for the high tax burden already borne by companies in ascertaining their results, thus avoiding the so-called economic double taxation.
In this model, the entrepreneur collected the taxes due in the legal person. Later, when distributing profits to partners or owners, there was no additional Income Tax incidence on the individual. Over the years, this system has consolidated as one of the main incentives for formalization and business activity in the country.
However, this scenario began to change with the enactment of Law No. 15.270/2025, sanctioned at the end of November 2025. The new legal diploma aimed to compensate for the revenue loss caused by the expansion of the exemption range of the Individual Income Tax (IRPF) for monthly incomes of up to R$ 5,000.
What Changes with Law No. 15.270/2025 in Dividend Taxation
To balance public accounts, the new legislation instituted the so-called high income taxation. From it, two central rules related to profit and dividend distribution began to apply.
First, the law determined a withholding of 10% Income Tax whenever the profits and dividends paid by the same legal person to an individual, in the same month, exceed the amount of R$ 50,000. Additionally, the legal text created a minimum taxation in the annual adjustment, applicable when the total income received by the individual throughout the year exceeds R$ 600,000.
The new rules come into effect from January 1, 2026. However, since the publication of the law, a central question has arisen: do these requirements also apply to companies opting for Simples Nacional?
The doubt gained strength precisely because Law No. 15.270/2025 did not bring any specific provision addressing the simplified regime. Considering that Simples Nacional is adopted by the majority of Brazilian companies, the regulatory gap has begun to generate concern and legal insecurity.
Legislation of Simples Nacional Provides Its Own Rules for Profit Distribution
Complementary Law No. 123/2006, which established the National Statute for Micro and Small Enterprises, sets forth specific rules for the taxation of profits distributed by companies opting for Simples Nacional.
According to article 14 of LC No. 123/2006, the profits effectively distributed to the partners or owners of these companies are exempt from Income Tax, both at source and in the annual adjustment declaration of the beneficiary. This exemption, however, does not apply to amounts paid as remuneration, rent, or services rendered.
Outside these hypotheses, the profits remain exempt, regardless of the amount distributed. In addition, the legislation stipulates that when the company does not maintain regular accounting records, the exemption is limited to the percentages provided in article 15 of Law No. 9.249/1995, applied to gross revenue, with the deduction of the amount already collected under Simples as IRPJ.
On the other hand, §2 of article 14 of LC No. 123/2006 clarifies that this limit does not apply when the legal person maintains regular accounting records and proves profit higher than the presumed limit.
Federal Revenue Reaffirms Favorable Understanding of Simples Nacional
This understanding was recently reinforced by the Federal Revenue in the Consultation Solution COSIT No. 244/2025, published in November 2025. In the document, the Tax Authority clarified that micro and small companies opting for Simples Nacional can distribute exempt profits without a ceiling, as long as they maintain regular accounting records and prove the profit accrued.
Although the consultation solution did not specifically analyze the application of Law No. 15.270/2025 to Simples Nacional, it reaffirmed that there is a specific regulation for profit distribution in the simplified regime.
Furthermore, Law No. 15.270/2025 itself amended article 10 of Law No. 9.249/1995, now expressly mentioning only legal entities taxed based on real, presumed, or arbitrary profit. There is no reference to companies opting for Simples Nacional in the new legal text.
Special Law, Constitutional Reserve, and Possible Legal Conflicts
In light of this scenario, experts point to a possible conflict between Law No. 15.270/2025, of general and ordinary nature, and Complementary Law No. 123/2006, which has special nature. According to the principle established in article 2, §2 of the Law of Introduction to Brazilian Law (LINDB), a subsequent general law does not repeal a prior special law without an express manifestation of the legislator.
Furthermore, the Federal Constitution establishes in article 146, III, “d”, that the favored treatment of micro and small enterprises must be regulated by complementary law. Therefore, an ordinary law could not validly restrict an exemption provided by complementary law on a constitutionally reserved matter.
Despite this, the issue still inspires caution. There is a risk of more restrictive interpretations by the tax administration, which could result in tax assessments and increased legal disputes starting in 2026. For this reason, the matter may be litigated if attempts arise to apply the new rules to Simples Nacional companies.
So far, however, there is no norm that expressly addresses the application of Law No. 15.270/2025 to companies opting for the simplified regime, which keeps valid the specific rules provided in Complementary Law No. 123/2006.
Do you believe that the new dividend taxation could affect small businesses in Simples Nacional starting in 2026? Why?
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