Most companies assess tax reform risks by looking at their own rates. It is a starting point, but it is not where the most relevant risks lie. The structural change introduced by Constitutional Amendment No. 132/2023 and regulated by Lei Complementar nº 214/2025 created an interdependence among contracts, suppliers, and financial exposure that did not exist in the previous system. The tax credit generated in a purchase now depends on the supplier's tax regime, their fiscal compliance status, and the structure of the contract formalizing the transaction. Ignoring any of these three layers as tax reform impacts is equivalent to making purchasing, pricing, and planning decisions with an incomplete view of the actual cost of the operation.
The New Credit Logic Connecting the Three Layers
Under the previous model, the use of ICMS and PIS/Cofins credits depended primarily on the fiscal documentation of the transaction, including a valid invoice, correct allocation of goods, and compliance with use and consumption restrictions. There were significant limitations, especially regarding ICMS, but the analysis focused on the fiscal document and the rules of the acquirer's own tax regime.
Under the new IBS and CBS logic, non-cumulativity is financial and broad: the credit is generated by the supplier's actual payment of the tax, not merely by the issuance of an invoice. Art. 47 of LC 214/2025 establishes that a taxpayer subject to the regular regime may appropriate IBS and CBS credits when the tax liability in the acquisition of a good or service is extinguished by any prescribed modality. As analyzed by Coelho & Tachy, this creates a systemic risk for the acquirer: the supplier's default at a prior stage may result in the automatic disallowance or suspension of the credit, turning a recoverable amount into a definitive cost.
This dependence on supplier behavior is the point that connects the three risk layers. A poorly structured contract does not protect the credit. A supplier in a fiscally risky situation contaminates the credit generated on purchases. And the combination of these elements creates a financial exposure that only becomes visible when the expected credits fail to materialize.
Layer 1: Contracts
Most existing contracts were structured before the tax reform and do not account for the new IBS and CBS framework. This creates concrete problems that go beyond mere rate adjustments.
The first issue is the ambiguity between net and gross pricing. IBS and CBS are calculated on a tax-exclusive basis, added on top of the net price, and not included in the tax calculation base itself, as currently occurs with ICMS and part of PIS/Cofins. Contracts that do not clearly distinguish whether agreed amounts are net or gross of taxes will generate interpretive disputes as the new system's rates increase progressively through 2033. This ambiguity is not theoretical: it is already generating disputes in supply contract renegotiations, as indicated by the analysis of Contraktor.
The second issue is the absence of economic-financial rebalancing clauses for tax changes. Multi-year contracts that do not provide for adjustment mechanisms throughout the 2026-2033 transition may create situations in which one party absorbs the full impact of a tax burden that should be shared. Carta Capital, in a February 2026 analysis, highlights that full non-cumulativity changes pricing dynamics in a way that contracts failing to clearly define gross or net values may generate disputes that are difficult to resolve.
The third issue is the absence of a provision for split payment. The mechanism set forth in arts. 31 to 35 of LC 214/2025, whereby the tax is withheld at the time of payment by the financial institution and remitted directly to the tax authority, alters the financial flow of the transaction: the supplier receives the net-of-tax amount, without the tax passing through its cash. Contracts that do not account for this dynamic, particularly regarding payment terms, guarantees, and conditions, will need to be reviewed before split payment is implemented at scale.
Critical Points to Verify in Each Contract
- Is the price defined as net or gross of IBS and CBS?
- Are the taxes itemized in the contract?
- Is there a rebalancing clause for tax changes?
- Does the contract identify the supplier's tax regime?
- Is there a provision for split payment and its effects on financial flows?
Layer 2: Suppliers
The supplier's tax regime and fiscal compliance status now directly influence the amount of credit the acquirer can appropriate. This represents a significant departure from the previous system, where the supplier analysis for tax credit purposes was far more limited.
The supplier's tax regime defines the ceiling of the transferable credit. Under the regular regime, the acquirer may fully credit the IBS and CBS paid in the transaction. Under Simples Nacional, the credit transferable to the acquirer is restricted to the fraction of IBS and CBS effectively paid within the DAS, which is significantly lower than the full rate under the regular regime. LC 214/2025 created the Simples Híbrido, regulated by Resolução CGSN nº 186/2026, which allows Simples companies to collect IBS and CBS outside the DAS, generating full credit for the acquirer. However, the option is elected semi-annually and requires individualized financial modeling.
| Supplier Regime | Contract of R$ 10,000 | IBS/CBS Credit to the Acquirer | Impact |
|---|---|---|---|
| Regular Regime | Estimated rate 26.5% | R$2.650 | Full credit |
| Simples Híbrido | IBS/CBS outside the DAS | R$2.650 | Full credit |
| Simples Nacional | Effective rate 5% | R$500 | Reduced credit |
| Non-compliant supplier | Any regime | R$0 | Suspended credit |
In practice, as detailed in the analysis by Gestão Inova, the difference between a supplier under Simples and one under the regular regime can represent more than five times the credit for the acquirer in the same transaction. This difference is already influencing supplier qualification decisions at companies operating under the regular regime that seek to maximize credit utilization.
The supplier's fiscal compliance status is the second critical factor. The supplier's default at a prior stage of the chain may result in the disallowance or suspension of the credit for the acquirer, even when the transaction was documentally correct. Split payment was designed as a mechanism to mitigate this risk: by withholding the tax at the time of payment, it reduces the likelihood that the supplier receives the tax amount without remitting it. However, the protection is not absolute: insolvency situations, system errors, and simplified split payment modalities still leave risk windows for the acquirer.
Fiscal Score as a Procurement Criterion
Credit scores and fiscal compliance status become supplier evaluation variables not only for commercial reasons, but for direct tax reasons. Companies that lack visibility into the tax regime and fiscal status of their key suppliers are making purchasing decisions without accounting for a relevant component of the actual cost of the operation.
Layer 3: Financial Exposure
The third layer is where the risks from the first two materialize in numerical terms. In isolation, a contract with pricing ambiguity may seem normal. A supplier in a fiscally risky situation may seem acceptable. But when inadequate contracts meet suppliers with compromised credit, the result is a financial exposure that only becomes visible when expected credits fail to materialize.
Example: a R$ 2 million contract with a financially distressed supplier, with no rebalancing clause and no identification of the tax regime. The estimated IBS and CBS rate would generate an expected credit of R$ 530 thousand under the regular regime. If the supplier is under Simples with an effective rate of 5%, the realizable credit drops to R$ 100 thousand. If the supplier is in default with the tax authority, the credit may be suspended in full. In any of these scenarios, the difference between the expected credit and the realizable credit represents a direct cost of the operation, a cost that was not included in the original calculation.
This type of analysis requires cross-referencing three sources of information that are rarely integrated: the contract, with its pricing terms and tax clauses; the supplier's registration data, including their current tax regime; and the supplier's fiscal status, covering any pending liabilities or defaults. In companies with dozens or hundreds of active suppliers, performing this cross-referencing manually is impractical at the frequency required to capture regime changes or deteriorating fiscal situations over time.
Spreadsheets do not solve this problem. Beyond the scale challenge, information on suppliers' tax regimes and fiscal compliance changes over time. A company under the regular regime today may migrate to Simples in the next fiscal year. A company in good standing may accumulate tax liabilities in less than six months. Without continuous monitoring and automated data cross-referencing, the static snapshot taken at the time of supplier qualification is a risk baseline, not a security baseline.
Companies further along in mapping this risk are already structuring routines for continuous supplier monitoring, active contract review with the addition of tax-reform-specific clauses, tax risk analysis tools by supplier, and automated cross-referencing of registration and fiscal data. The goal is to transform financial exposure from a hidden liability into a manageable variable.
The greatest risk of the tax reform does not lie in the IBS or CBS rates. It lies in the lack of visibility into how contracts, suppliers, and tax credits connect under the new logic. The 2026-to-2033 transition is long enough to correct this with method. It is not long enough to delay the diagnosis.
