The window of opportunity to structure asset holdings with tax advantages may be closing. Understand why 2025 is urgent.
Why the Urgency?
Three factors make 2025 a decisive year for those considering asset holding structuring:
If approved, dividends will be taxed from 2026. Holdings structured in 2025 can distribute accumulated profits tax-free until 12/31/2025. After that, same profits face up to 15% IR.
States like São Paulo discuss raising ITCMD (inheritance tax) from 4% to 8%. Holdings created before the increase preserve benefits of current rate in initial structuring.
New taxes may impact real estate asset management. Holdings structured before 2026 have more time to adapt and plan impacts.
What is an Asset Holding?
Asset holding is a company created to manage family assets. Instead of properties, participations and investments being in individuals' names, they stay in the holding's name (legal entity).
Main Benefits
- Succession planning: Avoids lengthy and costly probate
- Tax savings: ITCMD paid once at integration, not each succession
- Asset protection: Separation between personal and business assets
- Family governance: Clear management and succession rules
- Income optimization: Rentals taxed as legal entity (potentially lower)
Urgent Scenario: Dividends
Risk Scenario: ITCMD
ITCMD (Inheritance and Gift Tax) applies to inheritances and donations. Several states consider raising rates: Current Rate (SP): 4% on value of assets and rights transmitted by inheritance or donation. Future Proposal (SP): up to 8% with progressive rate by asset value transmitted. Practical impact: R$ 10 million estate would pay R$ 400k ITCMD today. At 8% rate, would pay R$ 800k — double.
How Does Holding Protect?
In holding, ITCMD is paid once at initial asset integration. Afterwards, succession happens through company share transfer, with no new ITCMD each generation (if well structured).
Who Should Consider Urgently?
Tax and succession benefits justify holding structuring and maintenance costs.
Rental management and future real estate succession become much more efficient and economical in holding.
If your operating company has significant accumulated profits, it may be strategic to create holding and distribute these values in 2025 (IR-exempt).
If concerned about future probate or asset division among heirs, holding solves these problems preventively.
Steps to Structure in 2025
Complete survey of assets, rights, companies, debts and tax analysis.
Definition of corporate model, governance, protection clauses and tax optimization.
Contract drafting, commercial registry, tax registrations.
Transfer of properties, corporate shares and other assets to holding.
If accumulated profits exist, distribute before end of 2025 to guarantee IR exemption.
Conclusion
2025 is a year of unique opportunity for asset holding structuring. Convergence of tax changes makes the window of tax advantages increasingly narrow. No way to predict if there will be another similar opportunity in coming years. If you have significant assets and are considering a holding, 2025 is the year to act.
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Guilherme Pagotto
Diretor Tributário
Contador, especialista em tributação empresarial e planejamento tributário estratégico. Mais de 15 anos de experiência em reforma tributária e estruturas societárias.
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