If your company operates a marketplace, digital platform, app store, e-commerce platform or online intermediary serving Brazilian customers, one question has become increasingly important:

Is the marketplace itself responsible for taxes in Brazil, or is the seller responsible?

Under Brazil’s new consumption tax system, the answer can be yes.

The Brazilian Tax Reform introduced new rules that may make digital platforms responsible for the payment of CBS (Contribution on Goods and Services) and IBS (Goods and Services Tax) on transactions carried out through their systems.

And these rules are not limited to companies headquartered in Brazil.

Under Complementary Law No. 214/2025, digital platforms domiciled abroad may also become responsible for CBS and IBS when transactions or imports are carried out through their platforms under the circumstances established by Brazilian law.

For international marketplaces, SaaS ecosystems, app stores, booking platforms, e-commerce businesses and other digital companies connecting sellers with Brazilian customers, this represents a significant change in tax compliance.

Understanding whether your company falls within Brazil’s definition of a digital platform should therefore become part of any Brazil market-entry strategy.

Brazil’s new VAT system: understanding CBS and IBS

Brazil is gradually replacing several existing consumption taxes with a new Dual VAT model.

The two main taxes are:

Tax	Jurisdiction	Main taxes replaced
CBS	Federal	PIS and Cofins
IBS	State and municipal	ICMS and ISS

The transition began in 2026 and will continue progressively until 2033.

Companies that want a broader understanding of this transition can read our guide on the CBS and IBS changes to corporate taxation in Brazil.

For foreign businesses, however, one of the most relevant changes is that the new system was specifically designed to address transactions involving the digital economy and foreign suppliers.

This can affect business models such as:

• online marketplaces;
• app marketplaces;
• SaaS platforms;
• booking platforms;
• digital service platforms;
• e-commerce intermediaries;
• subscription platforms;
• mobility platforms;
• platforms connecting professionals and customers;
• international sellers using digital platforms to reach Brazilian consumers.

The fact that the platform is incorporated outside Brazil does not automatically remove it from Brazilian tax obligations.

Does Brazil consider every website a digital platform?

No.

This distinction is extremely important.

For CBS and IBS purposes, Brazilian legislation establishes a specific definition of a digital platform.

According to Article 22 of Complementary Law No. 214/2025, a digital platform generally needs to:

1. act as an intermediary between suppliers and buyers in transactions or imports conducted electronically or remotely; and
2. control at least one essential element of the transaction.

These essential elements include:

• collection;
• payment;
• definition of terms and conditions;
• delivery.

This means the actual operation of the business matters more than the name used to describe it.

A company calling itself a “technology platform” is not automatically covered.

At the same time, calling a business merely a “website” or “software company” does not automatically exclude it from the rules if it actually controls the commercial relationship between sellers and buyers.

Which businesses are generally not considered digital platforms?

The same legislation also establishes important exclusions.

A company is not considered a digital platform solely because it provides certain specific services, including:

• internet access;
• payment services provided by institutions authorized by the Central Bank of Brazil;
• advertising;
• supplier search or price-comparison services, provided that remuneration is not based on the sales generated.

Consider a website that simply compares products offered by several retailers and redirects customers to each retailer’s website.

If the company does not process payments, define transaction terms, control delivery or receive sales-based remuneration under the conditions established by law, its situation can be very different from that of a traditional marketplace.

The key question is:

What does the platform actually control in the transaction?

When can a marketplace become responsible for CBS and IBS?

This is where the Tax Reform becomes particularly relevant for international companies.

Article 22 establishes situations in which digital platforms can become responsible for CBS and IBS related to transactions conducted through their systems.

There are two particularly important scenarios.

1. When the seller is located outside Brazil

This is one of the most important provisions for foreign marketplaces.

When a supplier is resident or domiciled outside Brazil, a digital platform may become responsible for the CBS and IBS related to transactions or imports carried out through its system.

In the situations established by law, the platform can be liable together with the buyer or recipient and in substitution for the foreign supplier.

This means that a marketplace headquartered in:

• the United States;
• China;
• the United Kingdom;
• Singapore;
• Germany;
• Spain;
• France;
• another foreign jurisdiction

should not assume that Brazilian tax obligations do not apply merely because the company has no traditional office in Brazil.

For digital transactions, Brazil increasingly looks at where consumption occurs and how the transaction is structured, rather than only where the technology company is incorporated.

2. When the seller is located in Brazil

Marketplace liability is not limited to international sellers.

Digital platforms may also face joint liability involving Brazilian suppliers in certain compliance situations.

This can happen, for example, when required transaction information is not provided to Brazilian tax authorities or when a supplier subject to the applicable rules fails to issue the required electronic tax document.

This creates a major operational challenge for marketplaces with hundreds or thousands of sellers.

Platforms may increasingly need systems capable of:

• identifying sellers;
• validating tax information;
• recording transactions;
• monitoring invoices;
• exchanging information with Brazilian authorities;
• connecting payments with tax documentation.

For international marketplace operators, Brazilian tax compliance is therefore becoming increasingly connected to technology architecture and seller management.

Foreign marketplaces may need tax registration in Brazil

Another important change concerns registration.

Article 23 of Complementary Law No. 214/2025 establishes that digital platforms, including those domiciled abroad, must register under the regular IBS and CBS system for purposes related to the responsibility rules applicable to digital platforms.

This creates an important question:

Does a foreign marketplace need a Brazilian CNPJ?

The answer depends on the structure of the operation.

A foreign company’s:

• tax registration;
• CNPJ;
• Brazilian subsidiary;
• legal representation;
• corporate incorporation

are related concepts, but they are not necessarily identical.

A company planning a significant local presence may eventually determine that creating a Brazilian legal entity is the most appropriate structure.

Foreign investors evaluating this route can read our guide on how foreigners can open a company in Brazil.

Before incorporating a company, however, the marketplace should analyze exactly which Brazilian registrations and structures are required for its specific business model.

Can a foreign seller avoid separate registration?

In some circumstances, Brazilian legislation provides an important simplification.

If a foreign supplier conducts transactions exclusively through a digital platform properly registered under the regular IBS and CBS regime, the foreign supplier may be exempt from the specific registration obligation established by the law.

This can become particularly important for international marketplaces with large numbers of overseas sellers.

Imagine a global platform containing 20,000 foreign merchants selling to Brazilian customers.

Requiring every single seller to independently create the same tax infrastructure could create enormous complexity.

The legislation therefore places an important portion of the compliance responsibility on the platform that actually intermediates the transactions.

For marketplace operators, however, this means greater responsibility for:

• seller identification;
• transaction data;
• tax calculation;
• invoices;
• payment information;
• reporting.

What happens if a foreign marketplace does not register?

Ignoring Brazilian tax registration requirements can create financial consequences.

Brazilian legislation provides mechanisms to ensure that CBS and IBS can still be collected when foreign suppliers or digital platforms fail to comply with applicable registration requirements.

For an international marketplace, tax compliance can therefore directly affect:

• payments;
• merchant settlements;
• cash flow;
• pricing;
• foreign remittances;
• margins;
• financial reconciliation.

This is why companies should evaluate their Brazilian tax structure before reaching significant transaction volume in the country.

Trying to restructure a marketplace after millions of transactions have already been processed is considerably more complex than designing the correct structure before expansion.

What is split payment and why does it matter to marketplaces?

One of the most significant operational changes created by the Brazilian Tax Reform is split payment.

In a traditional tax collection model, the company receives the complete payment and subsequently calculates and pays the applicable tax.

Under split payment, the tax portion can be separated during the financial settlement of the transaction.

The mechanism is regulated within Brazil’s new CBS and IBS framework and has important implications for marketplaces.

When the payment process is initiated by the digital platform, Article 22 requires the platform to provide the information necessary for the segregation and collection of CBS and IBS through split payment when the mechanism is available.

For marketplaces, this creates a direct connection between tax compliance and payment technology.

Companies may need to integrate information from:

Checkout → Payment → Invoice → CBS/IBS calculation → Split payment → Seller settlement

This makes Brazil’s Tax Reform much more than an accounting project.

For digital platforms, it can also become a major ERP, payments and systems-integration project.

Companies evaluating possible financial impacts of the reform can also use CLM Controller’s IBS and CBS Tax Reform Simulator to understand different scenarios during the transition period.

Can a marketplace issue invoices on behalf of sellers?

Brazilian legislation also creates mechanisms that can allow digital platforms to play a larger role in tax compliance.

Subject to applicable regulations and the structure adopted, platforms may participate in processes involving:

• electronic tax documents;
• calculation of CBS and IBS;
• payment of applicable taxes;
• transaction reporting;
• tax substitution mechanisms.

For large marketplaces, centralizing certain tax processes may ultimately be more efficient than relying on thousands of merchants to independently comply with every Brazilian requirement.

However, this requires careful planning.

The company’s:

• terms of service;
• seller contracts;
• payment infrastructure;
• accounting processes;
• ERP;
• tax engine

need to communicate with one another.

A major marketplace deadline: December 1, 2026

Foreign marketplaces operating in Brazil should pay particular attention to the second half of 2026.

On July 31, 2026, the Brazilian Federal Revenue Service and the IBS Management Committee published the official implementation schedule for electronic tax documents under the Consumption Tax Reform.

One particularly important date is:

December 1, 2026

From this date, the schedule establishes the mandatory use of the NFS-e applicable to digital platforms for services promoted by digital platforms and services intermediated by them in specific situations established by the legislation.

The National Electronic Service Invoice portal has also published specific guidance on the deadlines for IBS and CBS information in NFS-e.

For technology companies, this deadline should not be interpreted merely as an accounting change.

It can require modifications to:

• billing;
• invoicing APIs;
• tax engines;
• seller records;
• ERP integrations;
• payment systems;
• reconciliation;
• reporting procedures.

International platforms operating in Brazil should therefore map these requirements before December 2026.

Example: a US marketplace selling services to Brazilian customers

Consider a marketplace headquartered in the United States.

The company connects international service providers with Brazilian customers.

The platform:

• defines transaction rules;
• processes payments;
• charges a marketplace commission;
• manages refunds;
• transfers the remaining amount to the service provider.

Although the marketplace is incorporated in the United States, these activities could place it within Brazil’s definition of a digital platform.

The company would therefore need to answer several questions:

Are these transactions subject to CBS and IBS?

Who is responsible for paying the tax?

Does the platform need Brazilian tax registration?

Does the foreign seller need separate registration?

Who issues the electronic tax document?

What transaction information must be reported?

Will split payment affect the transaction?

Should the company create a Brazilian subsidiary?

These questions should ideally be answered before the marketplace begins aggressively expanding its Brazilian user base.

Example: an international SaaS marketplace

Consider another scenario.

A software marketplace headquartered outside Brazil allows developers from multiple countries to sell subscriptions and digital tools to customers located in Brazil.

The platform:

1. receives the customer’s payment;
2. retains a commission;
3. controls subscription terms;
4. transfers the remaining amount to the software developer.

Even without a physical office in Brazil, this structure deserves detailed analysis under the digital-platform rules.

The company may have responsibilities involving CBS, IBS, registration, invoices and transaction reporting.

This is precisely why foreign SaaS companies and software platforms should not rely exclusively on the traditional idea of physical presence when determining whether Brazilian taxes apply.

Example: a price-comparison website

Now consider a foreign website that only compares prices from several suppliers.

The website:

• does not process payment;
• does not control delivery;
• does not define the commercial terms;
• redirects users to the seller’s own website.

This model may fall outside the specific digital-platform responsibility rules, depending on how the service operates and how the company is remunerated.

Small operational differences can therefore produce significantly different tax outcomes.

This is one reason why copying the Brazilian tax structure of another marketplace can be risky.

Marketplace tax responsibility: quick comparison

Situation	Potential marketplace responsibility
Foreign seller sells through the platform	High relevance
Platform controls payment	Relevant
Platform initiates payment	Relevant for split payment
Platform defines transaction conditions	Relevant
Platform controls delivery	Relevant
Platform fails to provide required transaction information	Potential liability
Brazilian supplier fails applicable invoicing requirements	Potential joint liability
Platform provides only advertising	Generally excluded from the specific rule
Website only compares suppliers under legal conditions	May be excluded
Platform controls none of the essential elements	Lower likelihood under the specific marketplace rule

This table is a simplified overview.

The correct tax treatment depends on the actual contractual and operational structure of each company.

Does a foreign marketplace need to open a company in Brazil?

Not necessarily in every case.

However, a foreign marketplace can have Brazilian tax obligations even without a traditional Brazilian subsidiary.

Depending on the business model, the company may need to evaluate:

• Brazilian tax registration;
• CNPJ requirements;
• legal representation;
• local accounting;
• electronic invoicing;
• Brazilian subsidiary incorporation;
• tax compliance;
• payroll and employees;
• financial operations;
• payment infrastructure.

For platforms planning a long-term operation in Brazil, establishing a local company can sometimes provide greater operational flexibility.

If your company is evaluating this option, see our complete guide on opening a business in Brazil as a foreign investor.

The ideal structure depends on the company’s revenue model, transaction flow, corporate strategy and expected presence in the Brazilian market.

Marketplaces should review their contracts

Tax compliance is not the only area affected.

Marketplace agreements with sellers should also be reviewed.

Contracts may need to clearly establish:

• which party is responsible for taxes;
• who issues invoices;
• who provides seller information;
• which tax information sellers must provide;
• how tax differences are handled;
• how refunds affect taxes;
• how withholding or split payment will work;
• responsibilities for incorrect seller data;
• marketplace commissions;
• compliance with Brazilian electronic tax documents.

A global marketplace agreement designed for the United States or European Union may not automatically address Brazil’s new CBS and IBS structure.

Brazilian operations should therefore involve coordination between:

Tax + Legal + Accounting + Technology + Payments

What should a foreign marketplace do before entering Brazil?

A marketplace should begin by mapping the entire transaction.

A practical assessment should answer at least the following questions:

1. Who actually sells the product or service?

Is the marketplace the supplier, or is a third-party merchant the supplier?

2. Who charges the Brazilian customer?

Does the customer pay the merchant directly or does the platform receive the payment?

3. Who defines the terms?

Can merchants freely determine the transaction or does the platform control important commercial conditions?

4. Who controls refunds?

Does the marketplace decide whether the customer receives a refund?

5. Who manages delivery?

This can be especially relevant for marketplaces dealing with physical products.

6. Where is the customer?

Brazil’s new consumption tax system gives substantial importance to destination.

7. Who issues the tax document?

The seller, platform or another party?

8. Does the platform need Brazilian registration?

This should be evaluated before large-scale operations begin.

9. Does the company need a Brazilian legal entity?

Tax registration alone should not automatically be confused with company incorporation.

10. How will CBS, IBS and split payment interact with the payment flow?

This can have direct consequences for merchant settlements and cash flow.

Companies still analyzing the broader implementation timeline can also review the transition rules for the Brazilian Tax Reform.

The key takeaway for foreign marketplaces

So, is a marketplace responsible for taxes in Brazil?

The answer is:

Yes, it can be.

Under Brazil’s new consumption tax rules, digital platforms can become responsible for CBS and IBS related to transactions carried out through their systems.

The risk is particularly relevant when:

• the seller is located outside Brazil;
• the platform controls payments;
• the platform establishes transaction conditions;
• the platform participates in delivery;
• required transaction information is not reported;
• electronic tax documentation requirements are not met.

And the rules can apply even when the digital platform itself is located outside Brazil.

For international businesses, one of the biggest mistakes is therefore assuming:

“We don’t have an office in Brazil, so Brazilian tax rules don’t apply to us.”

For digital platforms, that assumption is becoming increasingly dangerous.

The correct question is no longer simply where the company is incorporated.

The better question is:

What role does the platform play in transactions involving Brazilian customers?

Planning to operate a marketplace in Brazil?

Brazil is one of Latin America’s largest digital markets, but the country’s Tax Reform is changing the obligations of foreign platforms and marketplaces.

Before launching or expanding your operation, your company should determine whether it needs:

• Brazilian tax registration;
• a CNPJ;
• a local company;
• legal representation;
• CBS and IBS compliance;
• electronic invoicing;
• accounting support;
• tax planning;
• integration with the new tax system.

CLM Controller supports foreign companies that want to establish and operate businesses in Brazil, combining accounting, tax compliance, company formation, payroll, financial outsourcing and advisory services.

If your company operates a marketplace, SaaS platform, app, e-commerce business or digital service serving Brazilian customers, our specialists can analyze the transaction flow and identify the most appropriate structure for the Brazilian operation.

FAQ: Marketplace Taxes in Brazil

Is a foreign marketplace required to pay taxes in Brazil?

It can be. Under Brazil’s new CBS and IBS rules, digital platforms domiciled abroad can become responsible for taxes related to transactions and imports carried out through their systems under the circumstances established by Brazilian legislation.

Does a foreign marketplace need a CNPJ in Brazil?

It depends on the company’s activities and required registrations. A foreign platform may have Brazilian tax-registration obligations, but tax registration, obtaining a CNPJ and incorporating a Brazilian subsidiary should not automatically be treated as the same process.

Are marketplaces responsible for their sellers’ taxes?

In certain situations, yes. Brazilian legislation can make a digital platform responsible or jointly liable for CBS and IBS, particularly in transactions involving foreign suppliers and in certain compliance failures involving Brazilian sellers.

Are foreign marketplaces covered by the Brazilian Tax Reform?

Yes. The legislation expressly addresses digital platforms domiciled outside Brazil.

What qualifies as a digital platform in Brazil?

Generally, the company must intermediate remote or electronic transactions and control at least one essential element such as collection, payment, terms and conditions or delivery.

Is an advertising website considered a marketplace for CBS and IBS?

Not solely because it provides advertising. Brazilian legislation excludes certain activities performed in isolation, including advertising and some supplier search or comparison services.

What is split payment in Brazil?

Split payment is a mechanism under which CBS and IBS amounts can be separated during the financial settlement of a transaction instead of being paid later by the supplier.

Do marketplace payment systems need to change?

Potentially. Marketplaces may need to adapt payment, invoicing, tax calculation and reporting systems to transmit the information necessary for CBS and IBS compliance.

What changes for digital platforms on December 1, 2026?

According to the official implementation schedule published by the Brazilian Federal Revenue Service and the IBS Management Committee, NFS-e requirements applicable to services promoted by digital platforms and certain services intermediated by them begin on December 1, 2026.

Should a marketplace open a Brazilian subsidiary?

It depends on the operation. Factors such as expected revenue, employees, payment structure, local contracts, regulatory requirements, tax obligations and long-term strategy should be analyzed before choosing between operating as a foreign company or establishing a local entity.