This is one of the points that most confuses foreign investors. In Brazil, the representation structure of a company with foreign shareholders involves three distinct roles — and mixing them up can lead to serious legal issues.
The Administrator
The Administrator is the company’s legal representative before third parties. They assume obligations and rights on behalf of the company. Must be Brazilian or a foreigner holding a permanent residence visa in Brazil.
- In a Ltda.: minimum 1 administrator.
- In a S/A: minimum 2 directors. A Board of Directors is also permitted (optional, minimum 3 members, shareholders only), which makes internal decisions but does not represent the company externally.
The Attorney-in-Fact (Apoderado)
Every non-resident shareholder or member is required by law to appoint a resident attorney-in-fact in Brazil. This person represents the foreign shareholder’s interests in internal company matters, handles their enrollment with the Federal Tax Authority (Receita Federal), and receives judicial summons and notifications on their behalf.
The attorney-in-fact’s powers are strictly internal. They do not represent the company before third parties — that role belongs exclusively to the Administrator.
The Director (in S/As)
In Corporations, Directors are equivalent to Administrators. They carry out the decisions of the Board of Directors (when one exists) and represent the company externally.
Why does this matter to you?
Without the correct appointments in place, the company cannot register with public authorities, open bank accounts, sign contracts, or receive legal notices. Errors in this structure generate nullities and unexpected liabilities.
📩 Ready to establish your company in Brazil with full legal security? Contact Sara Sanchez Advogados — specialists in foreign companies entering Brazil.
#CorporateGovernance #BusinessLaw #ForeignCompany #BrazilLegal #SaraSanchezAdvogados