The Brazilian real estate market has always been an ecosystem with its own rules, laws, registrations, fees and an endless number of details that normally require specialist handling. I remember watching construction companies, land developers and family offices structuring complex operations involving Sociedades de Propósito Específico (SPEs) and patrimonial holding companies to navigate the maze of ITBI, ITCMD and PIS/Cofins. It was a chess match where legal certainty was often left in check.
Now, there is a major shift with Resolution CGIBS No. 6/2026, which determines that the real estate market will have its own detailed regime within the IBS. But does a lot actually change? Well, taxation will now apply in a unified manner to the sale, lease, land development, real estate development and transfer of properties.
The key detail, and where the real complexity lies, is in the tax base. The tax authority will no longer blindly accept the value stated in the contract. The resolution introduces a concept that may still seem abstract to many, which is the "Property Reference Value". In other words, if you try to sell or lease a property at a value well below market price to pay less tax, the system will cross-reference the data and charge IBS based on the reference value set by the government. And I am not even referring to those who draw up direct contracts between tenant and landlord and declare nothing. That will cease to exist going forward. I am referring to the use of values deemed incompatible with the market.
But how can one determine whether a given value reflects actual market conditions? That is where the first uncertainty arises. To balance things out, the law created adjustment mechanisms. There is a "Adjustment Reducer" to align the tax burden with market reality, and a "Social Reducer", focused on protecting affordable housing and lower-value transactions.
When a rule accumulates too many corrections and add-ons, it stops being a clear rule and becomes a more complex one that sometimes even creates tax avoidance opportunities precisely because of that complexity.
The impact on construction companies, land developers and real estate investment funds is structural. Patrimonial holding companies, widely used for succession planning and rental income management, will have to recalculate everything. Leasing, which previously operated in calmer tax waters, is now under the IBS umbrella. A transition period is planned for real estate operations, which gives some breathing room for existing contracts.
What is still not entirely clear is how the Social Reducer will be applied in practice on a daily basis at notary offices and construction companies. The exact criteria for determining the reference value are also likely to generate heated debates between appraisers and tax auditors. And the alignment between long-term contracts already signed and the new rules still depends on future operational regulation.
It seems that whenever something new comes along, it lacks a specific regulatory framework, because on its own it is not clear enough. And when the regulation is finally released, it arrives loaded with additions placed there by the interests of certain industry segments, which complicate more than they clarify, and once again we miss the chance to have simpler and more efficient legislation.
The truth is that real estate, long seen as the safe haven of the Brazilian investor, is now connected to the tax authority's cloud. The real estate market has not lost its value, but it does seem to be losing its tax invisibility. Those who know how to structure projects with clarity, transparency and real margin will keep growing. Especially because whenever possible, this extra cost is passed on to the end beneficiary, driving up prices and inflation.
Those who relied on gray areas in purchase and sale contracts, however, may have to find another way to make money. Or they will keep maneuvering and hoping that the regulations still to come will arrive with flaws and loopholes that work in their favor. Anyone willing to bet that we will not see that happen this time? I am not.
Article also published at GazzConecta.
