CARF upholds assessment over corporate fragmentation used to reduce social-security contributions
The panel confirmed an assessment against a company that created a second CNPJ, enrolled in Simples Nacional, to shift part of its payroll and reduce third-party contributions. The ruling reinforces a recurring risk for groups that split operations across legal entities without a real business purpose.
The 1st Ordinary Panel of the 1st Chamber of the 2nd Section of CARF ruled, on June 26, 2026, on Acórdão No. 2101-003.790 (administrative case No. 15504.721077/2018-51), upholding a social-security assessment against a bakery-sector company that had created a second legal entity, industrial in nature and enrolled in Simples Nacional, to which part of its workforce had been transferred.
What the tax authorities found
According to the ruling, both companies shared the same physical space, the same equipment, and an integrated family-run management. Employees formally allocated to the industrial entity actually performed functions typical of a bakery and retail operation, with no real segregation of activities. In the panel's view, the structure had no operational autonomy of its own and served no legitimate business purpose beyond reducing the tax and social-security burden on payroll.
The basis: primacy of reality over legal form
CARF applied to the case the principle of primacy of reality over the legal form adopted, traditionally associated with labor law but increasingly recurring in the social-security and tax analysis of corporate structures as well. The panel rejected the taxpayer's arguments about freedom of business organization, finding that, in this specific case, the fragmentation served to mask a single production unit and avoid the full payment of third-party contributions owed on the entire payroll.
A risk that is not new, but keeps recurring
Cases like this recur at CARF whenever tax authorities find indications that the split between companies in the same group, especially when one is enrolled in Simples Nacional, does not reflect a real segregation of activities, assets, and management. In these cases, the risk is not limited to revenue-based taxes: it also reaches employer and third-party social-security contributions on the entire payroll treated as a single unit by the tax authorities, plus penalties and interest for the non-time-barred period.
Corporate structures with more than one CNPJ operating at the same site or under shared management fall within our Compliance, Audit & Outsourced-Workforce Management service, which maps this type of exposure before it turns into an assessment. For a first, free read on the risk, use the Nexus Free Risk Check.
Does your company have more than one CNPJ in the same economic group sharing space, equipment, or management? It is worth checking whether that split would hold up under the primacy-of-reality test.