O aproveitamento do ágio sobre rentabilidade futura nas combinações de negócios após a adoção do IFRS no Brasil e da Lei nº 12.973/14: estudo sobre os impactos contábeis e fiscais no patrimônio líquido das empresas nas operações de incorporação Upstream e Downstream com a utilização de empresa veículo

Abstract

During the last decades, several corporate reorganization operations were carried out in Brazil with the tax advantage of goodwill on future profitability. However, this issue has always generated several doubts arising not only from complex business operations, but also due to several changes in fiscal and accounting rules and the positioning of governments. Therefore, the importance of the study of the operations involving the tax benefit of goodwill on future profitability after the adoption by Brazil of the IFRS and the entry into force of Law 12,973/14 are gaining importance, emerging the problematic about the accounting and tax consequences in the shareholders' equity for the tax benefit of goodwill in the Upstream and Downstream operations with the use of company vehicle. In order to carry out this research, was used the exploratory qualitative approach, using bibliographical and documentary research as a method of obtaining data, thus seeking to demonstrate that, in the aforementioned operations, it is possible to defend the fiscal utilization of goodwill, but adjustments are necessary in the stockholders' equity varying according to the operation. In this sense, the conclusion was that in the Upstream merger operations there will be no significant changes in the net worth of the merging company or the merged company, only suffering alteration due to the recognition and measurement of the net assets acquired, as well as to the constitution of the deferred liabilities. On the other hand, in the Downstream incorporation with the use of company vehicle, there will be the creation of two new shareholders' equity accounts, the first one being a Rectifier of the stockholders' equity in the vehicle company (for goodwill and Deferred Tax Assets) and the second being a Goodwill Special Reserve in the acquired company / incorporator (for goodwill tax purposes)