A inclusão do goodwill na base de cálculo do ITCMD: análise crítica do PLP 108/2024 e seus impactos no planejamento sucessório

Abstract

This article analyzed the Valuation of Goodwill and its fundamental relevance within Brazilian Succession and Tax Law, contrasting valuation criteria with the recent regulatory update in Brazil. The methodology employed was the bibliographic review and the critical analysis of the Complementary Bill Project (PLP) No. 108/2024. The results indicated that the historical tax practice of limiting the ITCMD tax base to the accounting book value ignored true contributory capacity, fostering undervaluation. It was concluded that PLP 108/2024 promotes a paradigm shift by making the inclusion of Goodwill mandatory in the tax base for quotas and shares of closely held companies, thus aligning taxation with market value. However, it was warned that thistechnical sophistication, by delegating the calculation methodology to State tax authorities without national uniformity, creates a threat to legal certainty and tends to intensify tax litigation.