Cross-Border Governance: Understanding Legal Representation in Brazil

When expanding business into Brazil, multinationals and investors face an essential regulatory requirement to operate legally: the appointment of a Legal Representative residing in the country.

Unlike other jurisdictions, Brazilian law requires a local bridge between two sides of the corporation: the capital owners and the managers.

The two pillars of mandatory representation

Investor Representation (Partner/Shareholder): Required for individuals or legal entities domiciled abroad. The representative acts before the Federal Revenue Service, the Central Bank (BACEN), and the Boards of Trade to facilitate registrations (such as the RDE-IED) and formal capital management.

Read more in our dedicated article Legal Representative for Foreign Investors


Executive Representation (Directors/Board Members): Non-resident directors and board members need a proxy in Brazil to receive judicial summons and regulatory notifications, such as those from the CVM.

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Dive deeper into our post on Corporate Representation for Non-Resident Board Members and Executives>

The Critical Point: receiving summons and risks

The most sensitive element of this requirement is the express power to receive official summons and notifications. The representative is the formal recipient of any judicial or tax-related notice.

Adopting an inadequate structure, such as appointing proxies without technical backing, carries serious risks, including, but not limited to:

Suspension of Remittances: Registration inconsistencies with the Central Bank of Brazil (BACEN) block the repatriation of dividends and capital contributions.

Default Judgments: Failures in the immediate forwarding of judicial notices lead to missed critical deadlines.

Operational Delays: Delays in issuing the CNPJ (tax ID), opening bank accounts, and obtaining licenses.

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Looking to structure or review your governance in Brazil?

UnionPar acts as the legal representative and proxy for foreign investors, partners, directors, and board members before all public agencies in Brazil.

With trilingual support (Portuguese, English, and Spanish) and operations One-Stop Shop, we structure defined and customized mandates to ensure full regulatory compliance and protection for your capital.

Contact the experts at UnionPar to request an assessment.

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