Insights

The legal representative requirement: the first hurdle for foreign companies

A foreign shareholder needs a Brazil-resident attorney-in-fact and the company needs a resident administrator. What each role does.

Several advisers point to the same obstacle for foreign companies entering Brazil: the requirement to appoint a legal representative who lives in the country. It is not a formality, because the role has legal weight.

Two roles, often confused

• Attorney-in-fact (procurador). Each non-resident shareholder appoints a Brazil-resident representative by power of attorney. This person signs the incorporation documents and deals with the authorities for the shareholder.
• Administrator. The company needs an administrator resident in Brazil, who can sign for the company before authorities and banks.

Why it matters

The representative can be held responsible toward the authorities for the acts they sign. That is why providers price the role carefully, and why the scope of the power of attorney should be limited and written down: what the person can sign, for how long, and what needs your separate approval.

Who can take the role

A trusted employee or partner resident in Brazil, or a professional provider. A foreign executive who obtains a Brazilian residence permit can take over later, and the representative is then replaced.

What to put in writing

• The exact powers and their limits.
• Instructions: the representative acts on your written instructions.
• Duration, revocation and how the replacement is handled.

Our package includes a legal representative and a registered address. See what is included.

General information, not legal advice for your case.