What business owners and investors need to understand about inheritance and gift tax, and why liquidity deserves to be part of the planning process.

By Priscila Campos

A family may have enough wealth to last for generations and still face difficulties paying the costs of transferring it.

This possibility deserves the attention of anyone who has built a company, accumulated real estate, or holds investments in Brazil and abroad.

When assessing wealth, we usually begin with the value of the assets. To prepare for its continuity, we need to add another question: how much will it cost to transfer those assets, and where will the funds come from?

Among these costs is ITCMD, the tax levied on inheritances and gifts, whose national ceiling is 8%. The rate actually applicable depends on the legislation of the relevant state and the characteristics of the transfer. The 8% is a ceiling, not an automatic charge on all wealth.

Understanding this difference is the first step toward assessing the issue accurately.

What 8% Can Mean in Practice

Consider, as an illustrative example, a transfer with a taxable base of R$10 million.

If the applicable effective rate were 8%, ITCMD would amount to R$800,000. On a base of R$20 million, under the same hypothetical conditions, the tax alone would be R$1.6 million.

The actual calculation requires an analysis of the relevant legislation, progressive rates, the composition of the transfer, and any exemptions. The example helps illustrate an important business issue: the need for available funds.

If wealth is concentrated in real estate and equity interests, how will this payment be made? Will the family have reserves? Will an asset need to be sold? Will the company be able to continue operating without an extraordinary withdrawal of funds?

It is at this intersection of taxation and financial availability that planning serves a concrete purpose.

The Declared Value Does Not Complete the Analysis

Another relevant point is the base on which the tax will be calculated.

Complementary Law No. 227/2026 establishes market value as the basis for calculating ITCMD and provides specific criteria for equity interests. For quotas and shares not traded under the conditions provided by law, it requires a technically sound methodology and minimum valuation parameters. The analysis must also take into account the legislation of the competent jurisdiction.

For this reason, business owners need to carefully assess the difference between the recorded historical value and the value considered for transfer purposes.

An estimate made without this verification may provide an incomplete picture of the cost.

In my work with corporate structuring and international operations, I consider it essential to work with consistent information before discussing any reorganization: asset composition, documentation, valuation criteria, responsibilities, and the owner’s objectives.

Having Wealth and Having Liquidity Are Different Conditions

Imagine a family with high-value real estate and an ownership interest in a profitable company.

The family’s financial position may be solid. Even so, real estate may take time to sell, and the company’s funds may be committed to working capital, employees, suppliers, and investments.

During succession, the family’s needs continue to exist. At the same time, procedures and costs related to the transfer arise.

If this cash requirement has not been assessed, the family may face difficult choices: selling an asset under unfavorable conditions, seeking financing, or reconsidering investments.

Planning liquidity means preparing funds so that a transition can take place with greater freedom of choice.

A Holding Company Must Be Evaluated by What It Solves

Faced with this concern, many business owners seek an immediate answer: establish a holding company, make gifts in advance, or reorganize ownership interests.

These alternatives need to be examined according to the circumstances of each case. The mere existence of a structure does not mean that the costs of transferring assets have been resolved.

Before making any decision, I consider it necessary to understand:

• What objective the reorganization is intended to achieve.
• What taxes and expenses may arise.
• How control of the assets and the company will be arranged.
• What ongoing maintenance costs will be incurred.
• How the family will access information and funds.

That is why I do not make generic recommendations about structures or specific professionals. A decision of this importance requires the owner to understand the problem and be able to evaluate the proposed solution.

For Those with Assets Abroad, the Analysis Must Be Coordinated

Business owners and investors with international assets need to include foreign assets in their inventory and examine the rules applicable to their circumstances.

The location of the assets, tax residency, ownership, and succession procedures are relevant information for this assessment.

I also consider it important to verify how funds can be accessed and who will coordinate the documents and procedures in each country.

International arrangements require clarity for the owner and for those who may assume responsibilities in the future.

How to Begin This Preparation

The first step is to compile an up-to-date overview of the estate: assets, ownership interests, investments, debts, and guarantees undertaken.

Next, it is necessary to estimate transfer costs under the applicable rules and compare them with available liquidity. This analysis makes it possible to identify cash needs and assess alternatives in advance.

Preparation must also extend to the company. Who will be able to make decisions? What powers have been formally established? How will operations continue during the founder’s absence?

These answers bring planning closer to the realities of those who run businesses and invest.

The Future Requires Funds and Prepared Decisions

The rate of up to 8% draws attention because it can represent a substantial amount. Its main contribution to this discussion is to make visible a responsibility that deserves a place on the agenda.

Those who have built wealth need to understand the costs involved in preserving its continuity and prepare conditions that allow their families to manage them.

Preserving a legacy also means preventing the next generation from having to decide under pressure how to pay for the transfer of what they have received.

As a businesswoman, I consider this care part of the responsibility of building with a long-term vision.

If your family needed to carry out this transfer today, would they know how much it might cost and where the funds would come from?