New rules for financial operations: impacts for companies, funds and fintechs

Understand the changes in the taxation of securities and derivatives loans and their impact on the market.

As of January 1, 2026, the provisions of Law No. 15,265/2025 on securities lending and hedging transactions with foreign counterparties (arts. 18 to 30 and 33 and 34) come into force. These changes replace previous practices that lacked uniformity and come closer to international transparency and control guidelines. On the other hand, they increase compliance costs and the risk of fines for inconsistencies.

Securities lending: new requirements and taxation

Securities lending operations now require registration with authorized clearing and settlement entities, such as B3 and specialized clearing houses. Individuals, legal entities, investment funds, investment clubs and supplementary pension funds, including those abroad, can act as lenders or borrowers. The lender’s remuneration will be subject to withholding tax, in accordance with the rules applicable to fixed-income investments, and the clearing entity will be responsible for withholding tax. In addition, the borrower must reimburse dividends and profits to the lender, with specific tax treatment for individuals and companies, including favored regimes. Although it brings greater regulatory clarity, the new system increases the tax burden on structured operations and imposes operational complexity, requiring a review of contracts and systems.

Derivatives and international hedging: tax and accounting effects

With regard to hedging operations, the net results obtained from derivatives (futures, options, swaps, forward contracts) contracted with counterparties abroad must be computed when determining taxable income and the CSLL base. The deduction of losses will only be allowed if the transactions are recorded at market prices and in auditable systems, as regulated by the Federal Revenue Service. These rules have a direct impact on exporting and importing companies, such as agribusiness trading companies, multinationals and other companies with significant operations in international trade, and may even affect fintechs and industries in various segments.

In practice, this means that a trading company that hedges exchange rates to protect export revenues will have to include gains and losses in its real profit, adjusting its tax strategy and internal controls to avoid contingencies. The same applies to multinationals that use derivatives to mitigate risks in imports: operations that were previously treated less rigorously now require formal registration and robust compliance.

Governance, technology and compliance

In fact, the changes provide greater legal certainty, but require investments in technology and internal controls, as well as adjustments to ancillary tax and accounting obligations. The comparison with previous regimes shows a movement towards greater regulatory rigor and sophistication, with a direct impact on corporate governance.

Araújo e Policastro Advogados advises companies and financial institutions on reviewing contracts, compliance and structuring operations to adapt to the new tax rules. In the next newsletter, we’ll look at the social security changes that directly affect clinics and doctors.