Can a Brazilian Company Appoint a Foreign Administrator Living Abroad?

Can a Brazilian Company Appoint a Foreign Administrator Living Abroad?

Yes. A Brazilian company can appoint a foreign national as its administrator, whether that person lives in Brazil or abroad. The law allows both situations, but the requirements differ slightly.

1. Foreign Administrator Living in Brazil

If the foreign administrator resides in Brazil, the appointment process is straightforward. It is necessary for the administrator:

• Obtain a Brazilian tax ID (CPF);

• Have a local address in Brazil; and

• Be formally appointed in the company’s articles or meeting minutes, duly filed with the Commercial Registry (Junta Comercial).

No legal representative is required in this case, since the administrator resides in Brazil.

2. Foreign Administrator Living Abroad

If the administrator lives outside Brazil, the appointment is still possible, provided that:

• The administrator appoints a legal representative residing in Brazil through a power of attorney, valid for at least three years after the end of the administrator’s term, granting authority to receive subpoenas and notifications in judicial or administrative proceedings; and

• The foreign administrator obtains a CPF and has their appointment registered with the Commercial Registry.

This allows companies to be managed from abroad while maintaining compliance with Brazilian legal and procedural requirements.

Legal Framework and Practice

In recent years, Normative Instruction DREI No. 81/2020 standardized the requirements for appointing foreign administrators. Previously, administrators of Sociedades Anônimas were required to reside in Brazil, but this restriction has since been lifted, allowing greater flexibility for foreign professionals.

Conclusion

A Brazilian company may appoint a foreign administrator, whether living in Brazil or abroad.
The key difference lies in representation: residents act directly, while non-residents must appoint a local legal representative in Brazil.

This flexibility strengthens Brazil’s integration into global business and encourages foreign investment in Brazilian companies.

For assistance with company registrations in Brazil, feel free to get in touch.