The enactment of Complementary Law No. 214/2025, which resulted from the final version of Complementary Bill No. 68/2024, marks a pivotal moment in Brazil's legal system. This law introduces the Tax Reform and three new tributes: Tax on Goods and Services (IBS), the Social Contribution on Goods and Services (CBS), and the Selective Tax (IS). Although some presidential vetoes, the law brings important changes, particularly to the Foreign Trade policies and Special Customs Regimes, which will have significant modifications.
A key aspect of the reform was the maintenance of differentiated tax treatments for the shipbuilding sector, especially concerning the legal equivalence to exportation. This approach acknowledges the nuances of international competition and the severe crisis the sector has recently faced, while ensuring alignment with the Constitutional Amendment that underpins the tax reform. Fortunately, this perspective prevailed, ensuring the preservation of crucial tax benefits for the industry.
It is also essential to recognize that the demands of the shipbuilding sector were largely met and effectively addressed. The newly enacted law establishes the applicability of Special Customs Regimes to the new taxes, IBS and CBS. This provision ensures that these taxes will similarly benefit from the suspension of customs duties, similar to regimes such as Drawbacks (a customs regime that allows the suspension or exemption of taxes levied on the acquisition of inputs used or consumed in the industrialization of exported products), Customs Warehouse, and RECOF (Customs Regime for Industrial Warehouses under Computerized Control). Furthermore, as no amendments were made to the Drawback-Shipbuilding regime, its continued use remains permissible. In addition, it was maintained and amplified the possibility of using the modalities of the Special Customs Regime in the new tributes.
Another significant innovation introduced by the reform is the establishment of the Tax Regime for the Promotion of Naval Activities (Regime Tributário para Incentivo à Atividade Naval - RENAVAL), which grants qualifying shipyards the ability to suspend the payment of IBS and CBS on various expenditures. These expenditures include the acquisition of vessels registered or pre-registered in the Special Brazilian Registry (REB), as well as the importation or domestic procurement of machinery, equipment, and raw materials intended for the construction and modernization of vessels.
Despite these advancements, several concerns remain. To fully benefit from the tax exemption on raw material acquisition, shipyards will still be required to combine the use of RENAVAL with the Drawback-Shipbuilding regime or another Special Customs Regime. Expanding the scope of the Import Tax exemption to encompass RENAVAL would reduce bureaucracy, making it easier for the sector to achieve the desired exemptions.
Furthermore, a flaw in the RENAVAL regulation arises from the adoption of a structure similar to the Reidi (Special Incentive Regime for Infrastructure Development) and Reporto (Tax Regime to Incentive the Modernization and Expansion of the Port Structure) regims, which overlooks certain conditions that apply to the purchaser rather than the legal beneficiary. This creates potential complications, as the regulations mandate that the legal beneficiary be responsible for the suspended IBS and CBS in the event of non-compliance. A more coherent approach would be to adopt the Repetro (special customs regime that allows the import of specific equipment for research and mining activities in oil and natural gas deposits) system, where the vessel owner, rather than the shipyard, would bear responsibility for unpaid taxes resulting from non-compliance.
Another concern is the exclusion of maintenance activities carried out by shipowners, particularly emergency repairs at sea. These activities will face CBS taxation.
The regulation also fails to include provisions regarding the transfer of machinery ownership, a critical aspect considering the long-term utilization of equipment (up to five years). This limitation obstructs the development of a secondary market, which is essential for the sector's modernization and would offer significant benefits not only to shipyards but also to the wider industry.
In conclusion, while the new regulation under Complementary Law No. 214/2025 marks a substantial advancement for the shipbuilding sector, several areas require further attention. These include: (a) the inclusion of provisions for raw materials, intermediate products, parts, and components utilized in the repair of pre-registered or registered vessels; (b) clarification of liability in cases of non-compliance with the regime; (c) the extension of RENAVAL to cover the Import Tax, thereby eliminating the need for the Drawback-Shipbuilding regime; and (d) the inclusion of provisions governing the transfer of machinery between shipyard.
Written by Daniella Tedeschi, Taissa Aragão, Thales Belchior e Isadora Agra
