The growing internationalization of the Brazilian market and its openness to foreign investment have led many professionals and entrepreneurs of other nationalities to seek opportunities for management or direction of companies in the country. However, the appointment of foreign nationals to positions of corporate administration, whether in limited liability companies, corporations, or local subsidiaries, involves specific legal requirements aimed at ensuring the migratory, fiscal, and tax regularity of these administrators. This is a subject that demands technical attention, since the lack of documentary compliance may result in the invalidity of corporate acts, tax penalties, and migration impediments.
The Article 1,134 of the Brazilian Civil Code1 provides that a foreign companies may engage in economic activity in Brazil, provided that they comply with the legal requirements and, when necessary, obtain government authorization. This authorization does not refer only to the investment itself, but also to the exercise of administrative or representative functions, which presuppose physical presence and lawful residence in the country. Article 146 of the Corporations Law2 (Law No. 6,404/1976) establishes that only natural persons may hold the position of administrator, and they must reside in Brazil.
The same understanding applies, by analogy, to limited liability companies. Even if the company has foreign partners, direct management may only be exercised by a natural person residing in Brazil and holding an active CPF.
Residence within national territory is an essential requirement for a foreigner who intends to hold a position of administration, directorship, or legal representation. The Migration Law – Law No. 13,445/2017 and its Regulation – Decree No. 9,199/2017 establish that the exercise of labor or professional activity in Brazil requires residence authorization for work or investment purposes. Therefore, foreigners holding only a tourist or visitor visa cannot be appointed as administrators.
In practice, the foreign national must obtain residence authorization from the Ministry of Justice and Public Security (MJSP), either based on family ties, as an investor, a director of a foreign company, a highly qualified professional, or a long-term resident. It is important to note that a temporary visa does not in itself grant the right to act as an administrator: registration with the migration authorities and issuance of the National Migration Registration Card (CRNM) are required. This document proves lawful residence and enables the administrator’s registration with the Board of Trade.
The Normative Instruction RFB No. 2,119/20223, which currently regulates the National Registry of Legal Entities (CNPJ), reinforces that any legal entity domiciled abroad that maintains business in Brazil must designate a legal representative residing and domiciled in the country, empowered to respond jointly and severally for the company’s tax obligations. This means that, even if the foreigner does not act directly in management, the company must appoint a resident representative, who may be Brazilian or a foreigner with fiscal residence in Brazil, to ensure communication with the Federal Revenue Service, banks, and public authorities. This representative is mandatory for foreign companies opening branches, subsidiaries, or corporate interests in Brazil.
A foreign administrator residing in Brazil for more than 183 days within a 12-month period is considered a tax resident and becomes subject to taxation on worldwide income, according to Article 2 of Normative Instruction RFB No. 208/2002. This entails the obligation to declare income received abroad and any shareholdings in other countries, in accordance with Brazil’s double taxation treaties. On the other hand, a non-resident foreigner is subject to withholding tax at source on income earned in Brazilian territory, at a rate of 25%. These distinctions have direct implications for the choice of visa type and for the tax planning of companies that intend to appoint foreign executives to management positions.
Conclusion
The participation of foreign nationals in the administration of Brazilian companies represents one of the most sensitive and complex aspects of contemporary business law. In this context, understanding the legal requirements applicable to foreign administrators is essential not only to ensure the validity of corporate acts but also to preserve legal certainty and business stability. The appointment of an executive without lawful residence or without compliance with the rules of the Federal Revenue Service, the Central Bank, and the Migration Law may result in nullities, fines, and even restrictions on assets, jeopardizing business continuity.
For this reason, specialized legal guidance becomes an indispensable tool for investors, executives, and foreign companies seeking to consolidate their activities in Brazil safely and in compliance with the law.
Our team provides assistance in the structuring of companies with foreign participation, migration regularization of administrators, and tax compliance in accordance with Brazilian legislation, offering technical legal support aimed at protection and efficiency in international operations.
André L. C. Delziovo
- Art. 1.134:A sociedade estrangeira, qualquer que seja o seu objeto, não pode, sem autorização do Poder Executivo, funcionar no País, ainda que por estabelecimentos subordinados, podendo, todavia, ressalvados os casos expressos em lei, ser acionista de sociedade anônima brasileira.
§ 1º V: Prova de nomeação do representante no Brasil, com poderes expressos para aceitar as condições exigidas para a autorização; ↩︎ - Art. 146: Apenas pessoas naturais poderão ser eleitas para membros dos órgãos de administração. ↩︎
- https://www.legisweb.com.br/legislacao/?id=439318 ↩︎
