The legal requirement
Brazilian law requires every partner or shareholder who is not resident in Brazil to appoint an attorney-in-fact domiciled in the country, with powers to receive service of process in corporate and tax matters and to represent them before the Board of Trade, the Federal Revenue and the Central Bank. The appointment is recorded in the owner's tax registration and in the company's filings. Without it, the company cannot be registered.
Separately, every company needs at least one administrator. Brazilian law now allows a non-resident to hold that office, provided a resident attorney-in-fact is appointed with powers to receive service of process (which must remain in force for at least three years after the administrator leaves office), and provided the appointment, powers and registrations required by the Board of Trade, the tax authorities and the Central Bank are properly completed. In practice, however, banks, registries and counterparties still expect a resident signatory, and a non-resident administrator adds friction to every filing. Most foreign owners therefore appoint a resident administrator with clearly limited powers.
Attorney-in-fact versus administrator
| Attorney-in-fact of the owner | Administrator of the company | |
|---|---|---|
| Represents | The foreign partner personally | The Brazilian company |
| Basis | Power of attorney | Appointment in the articles or a separate instrument |
| Typical powers | Receive service of process; sign corporate acts on the owner's behalf; act before registries | Sign filings and tax returns; represent the company before authorities; operational powers as defined |
| Liability | Acts within the mandate | Duties of care and loyalty to the company; responsibilities defined by corporate, tax and labour law |
The same person can hold both roles, which is efficient. What matters is that the powers of each role are defined precisely in writing.
Which powers to grant
A well-drafted mandate grants what is needed and nothing more. For a typical incorporation and ongoing compliance:
- Receive service of process and official notices, with a duty to forward them immediately.
- Sign incorporation documents, amendments and annual corporate approvals as instructed.
- Act before the Federal Revenue, the Board of Trade, the Central Bank, state and municipal authorities.
- Sign tax returns and statutory filings prepared by the accountants.
Powers to operate bank accounts, sign commercial contracts, hire and dismiss employees or dispose of assets should be granted only where the business genuinely needs the representative to exercise them, and then with limits on value and a reporting duty.
Why a licensed attorney
The Brazilian market offers "nominee directors" who are not lawyers and, in some cases, hold dozens of such appointments. The risks are real: an unregulated nominee owes you no professional duty, is not subject to any disciplinary body, and may be difficult to replace if the relationship sours. A representative who is a member of the Brazilian Bar is bound by the Bar's ethics code and professional secrecy rules, subject to the Bar's disciplinary jurisdiction and, therefore, accountable.
Safeguards to insist on
- A written engagement letter defining scope, fees, reporting and termination.
- A power of attorney with enumerated powers, value limits and an expiry date.
- A revocation and hand-over procedure, so you can replace the representative without disruption.
- Professional indemnity and a named individual, not an anonymous corporate provider.
Replacing your representative
You may revoke the power of attorney and appoint a new administrator at any time. The change is filed at the Board of Trade and updated with the tax authorities and the Central Bank. Owners who later relocate to Brazil, or who hire a local managing director, typically transition the role at that point. At Brazil Company Setup, the hand-over is part of the service.