About legal representation of foreign shareholders
To develop activities in Brazil, it is recommended to constitute either a limited liability company (Sociedade Limitada – Ltda), or a public limited company (Sociedade Anônima – S / A).
Since January 1, 2012, the Brazilian Civil Code has established a new form of limited liability company which can be formed with a single partner (Empresa Individual de Responsabilidade Limitada – EIRELI) and to which apply the same rules as the Ltda.
Our article intends to present the legal framework foreign partners need to undergo before opening a branch in Brazil.You’re planning to start a new business in Brazil and need advice to optimize the launching and management of your activity ? Feel free to contact our team of experts on the brazilian labour market.
Business in Brazil : legal recommendations for foreign shareholders
- Registration of foreign partners with the Central Bank of Brazil (Bacen)
The foreign partner (natural or legal person) must be registered with Bacen. This
registration is required. Registered associates receive a registration number
“CDNR“.
- Registration of partners with the federal tax administration
All associates must register with the Federal Tax Administration.
Then, they receive a registration number: the “CNPJ” (for legal entities) and the
“CPF” (for natural persons).
For legal entities, this registration is done automatically by the Bank Brazilian Central at the time of registration of the Brazilian company with the foreign capital controls (RDE)
For non-resident individuals, this CPF is obtained:
– Either at the Brazilian consulate of the country of residence;
– Either in Brazil directly with the federal tax administration;
– Or in Brazil by an agent with a power of attorney established by authentic instrument.
The partners must appoint a representative resident in Brazil to complete the registration procedure with the federal tax administration which will present the foreigner’s personal documents as well as a power of attorney with specific powers.
- Appointment of representatives for non-resident partners
Non-resident partners (even if they are of Brazilian nationality) must appoint an agent, a natural person residing in Brazil, to represent them before the Brazilian authorities and third parties. More specifically, for the purpose of carrying out all the procedures and other formalities related to the social life of the company and represent before the tax authorities.
It is recommended that the powers for carrying out formalities related to the social life of the
company, for general representation in Brazil and for representation before
the tax administration were entrusted by the foreign shareholders to separate agents.
The Europartner legal representation of foreign shareholders service
Europartner can provide you with nominee-director for your company in Brazil, through a mandate. An administrator of Europartner is named in the by-laws of the company, but he is neither implied in the operational nor technical management of the company. Our entity assumes the legal responsibility to represent the foreign shareholders of your company through the power of attorney. This representative cannot act without explicit instruction from the shareholders.
Any question about creating a new business in Brazil ? Need administrative or financial support to set-up and launch your local or international activity ? Our customer advisors will deal with you personally and give you exactly the right advice for your needs.
