Related companies in the Real, Presumed, and Simples regimes: limits and risks
Technical analysis on tax governance for economic groups and companies with common partners regarding global revenue criteria and corporate restrictions of LC 123/2006.
Tax compliance for companies that maintain corporate relationships, whether through common partners or direct participations, requires a careful analysis of Lei Complementar 123/2006 (Supplementary Law 123/2006) and Lei 9.718/1998 (Law 9.718/1998). For the 2026 calendar year, the structuring of economic groups must consider that eligibility for Simples Nacional is not evaluated in isolation when there is an intersection of control or relevant participations, aiming for the correct application of tax benefits intended for Microempresas (ME - Micro Enterprises) and Empresas de Pequeno Porte (EPP - Small Business Entities). This content is for informational purposes only and does not replace individualized legal or accounting advice.
The Tax Transition Scenario in 2026
In 2026, CBS (Contribuição sobre Bens e Serviços) and IBS (Imposto sobre Bens e Serviços) are in the testing and adaptation phase, with payment exemptions conditioned on applicable obligations and hypotheses. This phase should not be interpreted as full collection or automatically usable credit. Simples options for the regular IBS/CBS regime must respect their own calendar and the production of effects in 2027. The choice of Lucro Real (Actual Profit) or Lucro Presumido (Presumed Profit) for IRPJ/CSLL must be evaluated separately from the consumption credit rules.
Revenue Limits and Corporate Participation Rules
The application of the R$ 4.8 million annual limit for Simples Nacional varies depending on the nature of the relationship between partners and companies. It is essential to distinguish the hypotheses provided for in Article 3, §4 of LC 123/2006 to avoid unwanted disqualifications.
Participation of a Legal Entity in Another Legal Entity
According to item I of §4 of Art. 3 of LC 123, a legal entity whose capital is participated in by another legal entity cannot benefit from the simplified regime. Therefore, if a Holding company (whether taxed by Lucro Real or Presumido) enters the capital of an EPP, the latter loses its status as a Simples Nacional optant starting from the month following the occurrence.
Partner with Participation in Another Simples Optant Company
According to item III of the same article, if a partner of a Simples Nacional optant company participates with any percentage in the capital of another company that is also a Simples optant, the global gross revenue of both companies cannot exceed the limit of R$ 4.8 million. If the sum exceeds this value, both companies must be excluded from the regime.
Partner with Participation in a Non-Optant Company (Lucro Real or Presumido)
Item IV establishes a specific rule for when a partner of a company intended to be Simples Nacional participates in another company that is not an optant (Lucro Real or Presumido). In this hypothesis, if the partner holds more than 10% of the capital of the non-optant company, the global gross revenue of both companies (the optant and the non-optant) will be summed for the purposes of verifying the R$ 4.8 million limit. A participation of up to 10% avoids this specific test of item IV, but not other impediments, including management as provided in item V.
Partner with Management Power
According to item V, if the partner of a Simples Nacional company is a manager or equivalent of another for-profit legal entity (even if they do not hold shares in this second one), the gross revenues of both will be summed. If the global total exceeds the R$ 4.8 million ceiling, the optant company loses the benefit of the simplified regime.
Lucro Real and Lucro Presumido for Economic Groups
When the sum of revenues or the corporate structure prevents remaining in Simples Nacional, the choice between Lucro Real (Actual Profit) and Lucro Presumido (Presumed Profit) becomes the central decision. The mandatory Lucro Real regime applies, among other criteria, to companies with revenue exceeding R$ 78 million in the previous calendar year (Law 9.718/98).
- Economic Substance: In economic groups, the provision of intercompany services must be guided by market prices and real substance. Operations between related companies in Lucro Real require rigorous documentation to avoid the disallowance of deductible expenses.
- Credit Transfer: In the context of the tax transition, companies in Lucro Real or Presumido that acquire inputs from Simples Nacional companies must evaluate whether the supplier opted for the regular collection of IBS/CBS (debit and credit regime scheduled for 2027) or if it remains in the unified collection, which may impact the ability of the purchaser to appropriate credits.
- Effective Tax Burden: Lucro Presumido can be advantageous if the actual profit margin is higher than the presumption coefficients (e.g., 32% for services), provided the company is not on the list of mandatory Lucro Real requirements.
Hypothetical Case Study: Direct Participation Analysis
Consider a Natural Person (Partner A) who holds 15% of the shares of an Industry taxed by Lucro Real, whose annual revenue is R$ 10 million. This same Partner A wishes to open a Distributor and enroll it in Simples Nacional.
In this configuration, according to Art. 3, §4, IV of LC 123, since Partner A holds more than 10% in the non-optant company (Industry), the revenues must be summed. Since the Industry's revenue (R$ 10 million) already exceeds the R$ 4.8 million ceiling on its own, the Distributor cannot enter or remain in Simples Nacional. With 9%, it would be necessary to verify other tests, including management functions, before concluding on eligibility; the percentage reduction is not a guaranteed enrollment formula.
Foreign Domicile Restriction
Article 17, item II, of LC 123/2006 expressly prohibits the Simples Nacional option for legal entities that have a partner domiciled abroad. This is a restriction based on the partner's tax residence criterion and not on their nationality. International groups that establish subsidiaries in Brazil, where the foreign parent company figures as a partner, are mandatorily directed to Lucro Presumido or Lucro Real.
Checklist
Frequently Asked Questions (FAQ)
If I have a 5% participation in a Lucro Real company, does this affect my other company in Simples Nacional?
This percentage does not trigger item IV in isolation, but management and other impediments may change the conclusion. Examine all requirements, not just the participation.
Can two Simples Nacional companies with the same partner earn R$ 4.8 million each?
No. If the partner is common to both, the sum of the revenue of the two companies cannot exceed R$ 4.8 million in the year.
Can a Lucro Real company be a partner in a Simples company?
No. The participation of any legal entity in the capital of another company prohibits the latter's enrollment in Simples Nacional (Art. 3, §4, I).
How does the Tax Reform affect the Simples limit in 2026?
The Reform maintains the R$ 4.8 million ceiling but introduces CBS and IBS. In 2026, state sub-limit rules continue to apply, which may require the collection of state and municipal taxes outside of Simples if revenue exceeds R$ 3.6 million.
What happens if global revenue exceeds the limit during the year?
The effects depend on the reason for the exclusion and the specific rules, including start-of-activity situations. Do not automatically transfer the tolerance for excess revenue from the company's own revenue to global revenue or corporate impediments.
To deepen your understanding of managing specific operations and governance risks, consult our articles on payroll in Simples Nacional and Fator R, importers and company separation, and the guidelines on legal certainty and tax routine.
Next steps
To move forward with the decision, follow this sequence of topics: