With Complementary Law (LC) 214/2025, the tax reform now expressly provides for the liability of digital platforms for the collection of taxes levied on goods and services when suppliers commit irregularities. Tax experts consulted by JOTA believe that an update would be necessary to guarantee revenue collection in this market, which was not covered by federal legislation. However, they believe that the measure should be applied in exceptional situations.
The changes may primarily impact large companies operating in e-commerce, offering so-called marketplaces — services characterized by providing an open digital environment for advertisements from various retailers. In Brazil, prominent examples of this model include Mercado Livre, Amazon, Magazine Luiza, Casas Bahia, and KaBuM!, as well as the Chinese companies Shopee, AliExpress, and Shein.
According to articles 22 and 23 of the first law regulating the reform, companies that act as intermediaries in transactions carried out electronically or that control the collection, payment, or delivery of goods and services may be legally responsible for collecting the Tax on Goods and Services (IBS) and the Social Contribution on Goods and Services (CBS). The same applies to legal entities responsible for defining the terms and conditions of these services.
In cases involving suppliers of goods and services residing or domiciled abroad, liability will be by substitution (when collection is first made against the principal debtor). It will be joint and several (when there is no order for collection), however, in relation to purchasers and recipients. The same applies to suppliers residing or domiciled in Brazil when:
- The platform did not record the transaction in an electronic tax document;
- The platform will fail to provide the IBS Management Committee (CGIBS) and the Federal Revenue Service with information about the operations and imports it mediates;
- The supplier is a taxpayer of IBS and CBS and does not issue an electronic tax document for the value of the transaction carried out through the platform.
Value differences
Brazilian Law 214/2025 requires digital platforms to register under the regular IBS/CBS regime. When initiating the payment process for a transaction or import where split payment is possible (collection of tax at the time of financial settlement), they must provide data for the segregation and collection of taxes owed by the supplier. This will exempt them from bearing any differences between amounts collected and amounts due.
The platform has the option of acting as a tax substitute in transactions it mediates for suppliers residing in the country. To do so, it will have to issue electronic tax documents, calculate the IBS/CBS (Brazilian VAT/Contribution to Social Security) and pay the taxes. This modality is optional and depends on the supplier's consent. Any differences in values remain the supplier's responsibility.
How was it
Although the National Tax Code provides for the tax liability of third parties in specific cases, there were no specific rules for this sector in federal legislation.
Some states, such as Rio de Janeiro, have enacted regulations in this regard. The constitutionality of the Rio de Janeiro law will be discussed by the Supreme Federal Court in Extraordinary Appeal (RE) 1554371. The case will be judged with general repercussion (Theme 1413) and is under the reporting of Minister Luiz Fux.
Tax experts' assessment
Thiago Medaglia, a partner at TozziniFreire, understands that it is natural for the State to seek ways to guarantee the collection of taxes in a "fragmented and often informal" market. While acknowledging the need for legislative adjustments, he believes that tax liability is an "extreme measure" that should be restricted to exceptional cases.
“The logic of bringing joint liability to someone who hasn't committed a tax error, by premise, I understand as incorrect. Some measures would be interesting. For example: at the time of the seller's registration, the platform should ensure that they are a taxpayer who issues invoices; at the time of payment, it should prove that the accounting was done. We can't confuse the rule with the exception. Here, a rule has been established,” he assesses.
According to Diogo de Andrade Figueiredo, a partner at Schneider Pugliese, the change made by LC 214 is "yet another measure by the Tax Administration to transfer the duty of oversight to the private sector." He argues that this stance is already part of the so-called "Brazil cost." The lawyer acknowledges that there are additional difficulties for oversight in the digital economy; even so, he considers the attempted solution brought about by the reform to be excessive.
“Instead of assigning joint liability to digital platforms, a simple, specific ancillary obligation could be established regarding the financial transactions and/or supplies made by irregular sellers, which would already facilitate the exercise of the duty of inspection by the tax authorities,” he says.
Maria Carolina Bachur, a partner at the Lobo de Rizzo law firm, believes that liability was inevitable, given the volume of business conducted through platforms. In this sense, she considers the rule beneficial to the tax system, provided that legal certainty is guaranteed in its application.
Bachur had objections to the text sanctioned in January 2025, but believes that the editorial changes promoted by LC 227/2026 (originating from PLP 108) eliminated ambiguities present in the original wording and confirmed that the platforms will have more time to adapt to the new regulations.
“The changes to LC 227 have increased security for 2026. They made it clear that the responsibility of digital platforms concerns guaranteeing compliance with the following obligations by the supplier: collection of IBS/CBS and issuance of the tax document for the correct amount,” he states.
And it continues: “Considering that there should be no collection throughout 2026 and that the obligations to include IBS/CBS information in invoices are still awaiting the outcome of secondary regulation, the platforms are not yet subject to the effective application of the liability rule.”.
Next steps
Despite the improvements made to LC 214/2025 by LC 227/2026, the tax expert notes that some questions remain open. The source of information about suppliers and the frequency with which platforms will have to consult it, the format and frequency for presenting information on mediated transactions, and the details for formalizing and the validity of the supplier's consent for the marketplace to act as its substitute are some of the unanswered questions.
Bachur expects these details to be presented in the joint regulations of the IBS and CBS, and in joint acts of the Federal Revenue Service with CGIBS, in addition to normative instructions and ordinances.
How are the platforms preparing?
JOTA asked companies responsible for marketplaces if they have implemented or intend to implement changes to their services to comply with the new legislation. As of the publication of this report, only Magazine Luiza has responded.
In a statement, the company said that the provision for liability for taxes owed by sellers is a matter of "utmost seriousness" and reinforces the "need for rigorous control" that is already part of the company's culture.
“"The company's plan is to improve and adapt existing control mechanisms and incorporate, if necessary, new layers of technology and compliance to ensure full adherence to complementary regulations and further increase the security and traceability of tax operations on the platform in order to protect the company, honest sellers, and the consumer," the text says.
Source: www.jota.info