Story: Beatriz Meets a Bigger Partner
After five years of success, Beatriz & Co. Consulting receives an offer. A larger international consulting group, GlobalSolutions Ltd., wants to acquire 60% of Beatriz’s company.
Beatriz is excited but also nervous. She meets Mr. Silva, her trusted accountant.
“Mr. Silva, I never thought about selling part of my company. What does it mean for taxes?”
Step 1: Due Diligence
Mr. Silva explains the first step: tax due diligence.
The buyer’s accountants will review all of Beatriz & Co.’s past tax payments.
They want to check if there are hidden liabilities: unpaid taxes, penalties, or mistakes.
If they find problems, it can reduce the value of the deal.
Beatriz sighs with relief:
“Good thing we always kept compliance strong.”
Step 2: Tax Credits and Carryforwards
Mr. Silva continues:
Companies sometimes accumulate tax credits (for example, unused ICMS credits).
In a merger, the buyer wants to know if these credits can be used in the future.
Some credits are transferable, others are not.
Beatriz writes in her notebook: “Credits = possible advantage, but rules are complex.”
Step 3: Withholding and Capital Gains
When GlobalSolutions buys 60% of her shares, Beatriz will personally receive money.
Mr. Silva explains:
This money is considered capital gains.
In Brazil, capital gains are taxed when an individual sells company shares.
The tax is withheld and paid to the government before Beatriz even receives the funds.
“So even my sale is taxed,” Beatriz says.
“Exactly,” Mr. Silva answers. “In M&A, taxes appear on both the company side and the shareholder side.”
Step 4: The Bigger Picture
Finally, Mr. Silva points out:
Large mergers may need approval from CADE (Brazil’s competition authority).
International mergers may also trigger withholding taxes on cross-border payments.
“It’s not just about buying and selling—it’s also about proving to the government that the deal is transparent and fair.”
Beatriz nods. “I see. A merger is not only about opportunity—it’s also about responsibility.”
Authentic Element: Legal Note
Beatriz reads a short excerpt from the draft acquisition contract:
“The Buyer shall withhold applicable taxes on capital gains arising from the transfer of shares, and the Seller shall provide all necessary documentation proving tax compliance for the previous five years.”
Beatriz underlines “withhold applicable taxes” and asks:
“So they take the tax before paying me?”
“Yes,” Mr. Silva says. “That’s withholding. It ensures the government gets its share.”
Glossary (Plain English → Portuguese + Term)
M&A – Mergers & Acquisitions (Fusões e Aquisições)
Due Diligence – Auditoria de Conformidade (review of records before a deal)
Tax Liability – Obrigação Tributária (unpaid taxes or debts)
Tax Credits – Créditos Tributários
Capital Gains – Ganho de Capital (profit from selling shares)
Withholding Tax – Imposto Retido na Fonte
CADE – Conselho Administrativo de Defesa Econômica (competition authority)
Discussion
Why do you think tax due diligence is so important in mergers?
What risks might a foreign company face when buying a Brazilian business?
