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Succession planning in Brazil to decide during your lifetime what your family will need
Those who organize succession while they can still decide choose the timing, the rules and the path. Those who leave it for later hand those choices over to probate.
Succession planning is the set of measures taken during life to define how assets will pass on, predictably and with less risk of dispute. It combines tools such as wills, gifts with reserved usufruct, insurance and family holding companies. It makes sense for people with diversified assets, a family business or heirs whose situations call for protection.
Succession planning in Brazil serves families who want to choose, while still alive, how their assets will pass to the next generation. It is not about avoiding tax or getting around the law, but about using the tools of the Civil Code (Law 10.406/2002, which governs inheritance in Brazil) and corporate law to bring predictability to what comes next.
Tax reform has made the subject urgent. Constitutional Amendment 132/2023 (Brazil's tax reform amendment) made progressive ITCMD rates mandatory, and Federal Complementary Law 227/2026, published on January 14, 2026, set general rules for the tax, including for assets and heirs abroad. In Pernambuco, the ITCMD has been governed since 2026 by State Complementary Law 563/2025, with progressive rates based on the amount transferred.
Our starting point is the family, not the tool. First we understand people, assets and goals, then we compare wills, gifts, insurance, shareholders' agreements and holding companies. Sometimes the answer is simple. When the structure is corporate, it needs a real business purpose and must be run with discipline.
When to call a lawyer
A company that depends on its founder
Without succession rules in the articles of association or a shareholders' agreement, the death or incapacity of the decision-maker can paralyze operations.
Rental properties and several heirs
A significant real estate portfolio tends to become co-ownership among heirs, with slow decisions. Organizing in advance preserves management and income.
Diverse family arrangements
Children from different relationships, an heir with a disability or an unregistered partner call for written rules while everyone can still talk.
Assets or heirs abroad
Accounts, properties or children outside Brazil raise questions about which law applies and which state collects the tax, a matter addressed by Complementary Law 227/2026.
What happens when you put it off
- Long and costly probate, with assets frozen just when the family most needs liquidity.
- Disputes among heirs over the management of the company or the properties, affecting everyone's income.
- A higher tax burden than necessary, due to rushed decisions or decisions made after changes in the law.
- Carelessly built structures, challenged by the tax authorities or creditors, that end up causing the conflict they were meant to avoid.
How we work
Family and asset assessment
We map assets, debts, the marital property regime, forced heirs and shareholdings, in confidence and with organized documentation.
Setting goals
We rank priorities with the family: business continuity, protection of heirs, liquidity for probate, harmony and tax cost.
Comparing tools
We model scenarios with wills, gifts with reserved usufruct, life insurance, private pension plans and family holding companies, showing the costs, risks and limits of each.
Implementation
We draft wills, gift deeds, articles of association, shareholders' agreements and family protocols, and follow registrations and ITCMD payment.
Periodic review
We review the plan when the law, the assets or the family change, so the structure stays consistent with the goals.
What you receive
- Assessment report mapping the assets and the family
- Comparative study of alternatives, with legal and tax effects
- Implementation documents: will, gifts, articles of association and shareholders' agreement
- Family governance rules for managing the assets and the business
- Schedule for plan reviews and the structure's recurring obligations
Why the firm
Corporate and succession law combined
Whoever designs the structure knows articles of association, shareholders' agreements and partner buyout valuation, which keeps the business and the family succession consistent.
No off-the-shelf tool
We do not treat the holding company as the default answer. We recommend the simplest structure that meets the goals and say so when it is not worth it.
Attention to tax reform
We follow Complementary Law 227/2026 and Pernambuco legislation to adjust the plan to current rules on ITCMD, gifts and assets abroad.
Illustrative scenario
Hypothetical scenario, for illustration only. A couple owns an industrial company, rental properties and children with different profiles: one works in the business, another lives abroad. Their concern is that, without them, the company will stall and the properties will become a source of conflict. The team maps assets and family, compares gifts with usufruct, wills and a holding company, and builds with the couple a design with a holding company for the properties, a shareholders' agreement for the industrial business and a will for the disposable portion. Taxation is assessed under Complementary Law 227/2026 and state law. The plan is reviewed periodically and organizes risks without eliminating them.
A hypothetical scenario, shown only to illustrate our method. Every case depends on its own facts.Frequently asked questions
Is a family holding company worth it?
It is in some cases, not all. It usually makes sense for families with rental properties, shareholdings or several heirs who need management rules. When the estate is modest or limited to the family home, maintaining a company may cost more than it solves.
When should succession planning in Brazil begin?
The ideal time to begin succession planning in Brazil is while the person is healthy, legally capable and on good terms with the family. Selling a business, marriage, the birth of children or moving abroad are also triggers to plan or review. Decisions made under pressure tend to be more fragile.
Does succession planning eliminate probate?
Not always, but it can reduce what needs to go through probate. Assets given during life or held in a company follow another path, and anything left out of the plan still goes through probate. Gifts to descendants may also have to be brought into account in the estate, known as collation (Civil Code, art. 2.002).
What is a gift with reserved usufruct?
It is the transfer of ownership of an asset to the heirs while the donor keeps the right to use it and receive its income, such as rent, for life. The ITCMD is paid at the time of the gift. A gift to descendants counts as an advance on the inheritance (Civil Code, art. 544), and any part exceeding what the donor could leave by will is void (art. 549).
Did Complementary Law 227/2026 change holding company planning?
It changed the landscape. The law set general rules for the ITCMD and treated as gifts transactions that, in substance, amount to a gratuitous transfer, which reaches structures created only to transfer value without paying tax. Plans already in place deserve review in light of the new law and state legislation.
Does a family holding company protect assets from debts?
It is not a shield. Transfers made to defeat creditors can be set aside, and companies without a real purpose can have their corporate veil pierced. A holding company organizes management and succession, and its soundness depends on having substance and being set up before any debts or disputes.
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