On April 28, 2025, Brazil’s Office of the Attorney General (Advocacia-Geral da União – AGU) issued Normative Ordinance No. 174/2025, establishing procedures for submitting interpretive questions related to the country’s sweeping tax reform introduced by Constitutional Amendment No. 132/2023. The move is designed to promote legal certainty, improve predictability for businesses, and foster dialogue between the public sector and the private sector.
These inquiries will be analyzed and responded to within the newly created Chamber for the Promotion of Legal Certainty in the Business Environment (Sejan)—a forum within the AGU tasked with addressing legal uncertainties in tax, business, and regulatory matters of national relevance.
Who Can Submit Questions?
Not every taxpayer can submit questions directly. According to the regulation, only entities already admitted as Sejan members—such as national business confederations, professional councils, and trade associations—can formally submit interpretive doubts.
In exceptional cases, non-member entities may submit questions if an admitted member cannot do so due to conflicts of interest or other barriers. However, this is at the sole discretion of Sejan’s president.
What Kind of Questions Are Admissible?
The ordinance sets out clear eligibility criteria. Only questions that:
- Involve genuine legal uncertainty with economic, social, or legal relevance;
- Are not based on individual or specific cases, although hypothetical scenarios are allowed to help illustrate the issue.
Additionally, each entity can only submit one question per cycle, and all inquiries must be filed using Sejan’s designated electronic form.
How Will It Work?
The review process follows a structured workflow established in a previous regulation (AGU Normative Ordinance No. 173/2025). In some cases, public technical sessions may be convened, where stakeholders—including government agencies and industry experts—may present oral arguments (limited to 15 minutes per side).
While these sessions do not produce binding legal rulings, they serve as a technical basis for the AGU and regulatory bodies to issue legal opinions and guidance that can shape administrative enforcement and market behavior.
No Guarantee of a Formal Answer
A key caveat: the ordinance explicitly states that there is no legal right to receive a response. Even properly submitted questions may go unanswered if the AGU deems it unnecessary or unfeasible to respond.
However, the participatory format signals a more collaborative and transparent approach to regulatory interpretation—something that has often been lacking in Brazil’s tax environment.
Why This Matters
The creation of this interpretive mechanism is a strategic move in Brazil’s broader tax reform rollout. The reform introduces major changes—particularly the shift from PIS/Cofins to the CBS, and from state VAT (ICMS) to the IBS—which are bound to generate significant legal uncertainty.
By opening a formal channel for representative entities to raise questions, the AGU provides businesses and investors a pre-judicial path to clarify how new rules will be applied. This can reduce litigation, lower compliance risks, and support more informed decision-making across sectors.
Strategic Takeaways for Legal and Business Advisors
Law firms, in-house counsel, and sector associations should closely monitor Sejan’s activities and consider engaging with the process through eligible associations. This will allow them to:
- Anticipate the AGU’s positions on complex tax reform issues;
- Participate in shaping non-binding guidance that may influence future regulatory or judicial decisions;
- Advise clients on compliance and strategic planning with greater clarity.
Final Thoughts
AGU Normative Ordinance No. 174/2025 marks a step forward in Brazil’s institutional capacity to manage legal complexity and build trust between government and taxpayers. While not every question will get an answer, the structure reflects a growing commitment to legal certainty and a more dialogical relationship with the private sector.
For companies navigating Brazil’s new tax landscape, this is one more tool to ensure compliance and minimize surprises. The active involvement of representative organizations and legal advisors will be essential to making the most of this opportunity.