Voluntary disclosure in tax matters (denúncia espontânea) now has express wording in the CTN, which also rules out the late-payment penalty.
Complementary Law No. 236/2026 amended the Brazilian National Tax Code (CTN) on several points. Voluntary disclosure in tax matters now excludes liability, including as regards the late-payment penalty, under the new wording of article 138. In practice, a company that confesses the infraction and pays the tax together with interest before being assessed no longer faces uncertainty as to that penalty.
How voluntary disclosure stands under article 138
The provision states that liability is excluded “including in relation to the late-payment penalty” (article 138 of the CTN). This applies to disclosure of the infraction accompanied, where applicable, by payment of the tax and interest. Where the amount depends on assessment, the taxpayer may deposit the sum determined by the authority.
Previously, the reference to the late-payment penalty did not appear in the text. For that reason, the matter gave rise to disputes with the tax authorities. The law now provides for it clearly. In addition, taxpayers gain greater certainty when regularising their position on their own initiative.
In our view, the new wording assists those who correct failures before any tax audit, but the wording as drafted does not address ancillary obligations, and this point may remain open to debate.
Other changes affecting companies’ day-to-day operations
The complementary law goes beyond article 138. The new article 113-A requires penalties to be reasonable and proportionate to the infraction. It also sets caps for fines: 75% as a general rule, 100% in cases of fraud, tax evasion or wilful collusion, and 150% in cases of recidivism.
In addition, article 142 provides for reductions in the penalty following an ex officio assessment. Payment in full within the time limit for filing a challenge reduces the penalty by 50%. Payment in instalments within that same period reduces it by 40%. These percentages are subject to local legislation.
Tax administrative proceedings have also been given a dedicated chapter. A challenge to an infraction notice must be filed within 20 days, counted in business days. Furthermore, the audit must begin with a document setting out the subject matter, the period covered and the duration of the procedure.
Lastly, the rules depend on specific legislation on several points, such as arbitration and mediation. It is worth compiling the company’s outstanding tax matters and checking which of them may benefit from voluntary disclosure.
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