Written by A significant barrier for foreign investors has now been removed: non-residents, whether Brazilian or foreign, may now be appointed as executive directors of Brazilian corporations (sociedades anônimas) and limited liability companies (sociedades limitadas).
That change makes it easier for international groups and overseas founders to appoint senior decision-makers without requiring them to become Brazilian residents first.
Why this matters
Residency, visa, service and representation implications
The reform means that a director no longer needs to be a Brazilian resident simply to hold office. That does not eliminate the need for proper local representation. A non-resident director must still appoint a Brazilian-resident attorney-in-fact to receive service of process and certain official communications in Brazil.
- Residency: Brazilian residence is no longer a condition for appointment as director.
- Visa: the corporate appointment itself does not automatically resolve immigration or work authorisation issues where the individual will physically act in Brazil.
- Service: a Brazilian-resident attorney-in-fact must be appointed to receive court process arising under corporate law.
- Representation: for public companies, the attorney-in-fact must also be empowered to receive service and notifications in administrative proceedings before the Brazilian Securities and Exchange Commission.
For the director to take up the position, he or she must appoint a Brazilian resident as attorney-in-fact, with powers to:
- receive service of legal proceedings arising under Brazil’s corporate laws; and
- in the case of public companies, receive service of legal proceedings and notifications relating to administrative proceedings filed by Brazil’s Securities and Exchange Commission.
The attorney-in-fact’s appointment must remain in force for the full term of the directorship and for an additional three years after the director leaves office.
Until Law 14,195/2021 came into force, amending article 146 of the Corporations Law, only permanent residents could serve as executive directors. In another positive step towards improving Brazil’s business environment, Deputy Kim Kataguiri proposed the amendment for the following reasons:
“[We] intend to amend the Corporations Law to remove the requirement that management bodies be resident in Brazil. Such a requirement no longer makes sense, considering the technology and communications now available, which allow people to perform their duties from anywhere in the world.”
Several months after the Corporations Law was amended, the National Department of Enterprise Registration and Integration (DREI) published, on 21 January 2022, amendments to the corporate registry regulations to ensure that appointments of non-resident directors would be accepted by corporate registries throughout Brazil.
Brazil’s legal framework continues to improve, and this reform is another step towards making the country a more accessible jurisdiction for foreign investment and international corporate structures.
Questions about appointing a non-resident director in Brazil?
My law firm advises foreign investors, shareholders and corporate groups on Brazilian company law, governance and cross-border structuring involving Brazil.
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Last modified: 4 April 2026
The site is managed by Fabiano Deffenti, a lawyer admitted to practise in Brazil and Australia, enrolled as a barrister and solicitor in New Zealand and licensed as an attorney-at-law in New York.
