CARF confirms social-security contributions apply to premiums paid to non-employee directors
The panel upheld an assessment on amounts labeled as profit-sharing (PLR) or performance premiums paid to statutory directors without an employment relationship. For the panel, these payments do not benefit from the exemption under CARF Súmulas 195 and 196, built for the employee profit-sharing regime.
The 2nd Ordinary Panel of the 2nd Chamber of the 2nd Section of CARF ruled, in a session held on May 11, 2026, on Acórdão No. 2202-011.945 (administrative case No. 15746.723028/2021-13, reporting counselor Marcelo Valverde Ferreira da Silva, published on June 8, 2026). The panel upheld a social-security assessment on amounts paid to statutory directors without an employment relationship, calculated and distributed under the label of profit-sharing or performance premium.
The company's argument
The assessed company argued that the payments followed the same calculation method applied to employees, based on company goals and results, and should therefore benefit from the same social-security exemption recognized for profit-sharing (PLR) and extraordinary, non-recurring performance premiums, under CARF Súmulas No. 195 and 196.
Why the panel did not apply the exemption
The panel found that Súmulas 195 and 196 were built for the PLR and premium regime applicable to employees, a category of insured person distinct from non-employee directors. A non-employee statutory director is a mandatory insured person under the individual-contributor category, and the social-security contribution on the compensation received for services rendered to the company follows the rules specific to that category, under Law No. 8,212/1991. For the panel, simply labeling a payment "PLR" or "premium" and tying it to performance criteria does not change its legal nature, nor extend to it the exemption designed for the employment relationship.
The practical risk for companies
It is common for companies to extend the same variable-compensation programs designed for employees to statutory directors, even without an employment relationship, assuming the social-security exemption follows the program's label. The precedent reinforces that the analysis must be made by category of insured person: what applies to employees, protected by Súmulas 195 and 196, does not automatically extend to non-employee directors, whose variable compensation tends to be treated as a normal contribution base.
Variable-compensation programs that mix employees and non-employee statutory directors fall within our Payroll Diagnostics & Review service, which segregates the contribution base by insured-person category before the gap turns into an assessment. For a first, free read on the risk, use the Nexus Free Risk Check.
Does your company pay PLR or performance premiums to non-employee statutory directors, using the same criteria applied to employees? It is worth checking whether the social-security contribution base is properly segregated by insured-person category.