Bertrand de Solere Blog
To incorporate a company in Brazil, any foreign investor must first appoint an
individual, resident in Brazil, to represent him as a foreign investor and receive all
judicial and official notifications and summons on his behalf.
More specifically, it is necessary to appoint two attorneys, who may be the same
(i) the investor’s attorney as shareholder/partner; and;
(ii) the legal representative of the Brazilian company.
This appointment is delicate because the attorneys may have to answer with their
personal assets to liabilities of the company in question, mainly liabilities related
to employees and tax.
This appointment is also delicate for the principal who must choose trusted agents
because the investor’s agent, as well as the legal representative of the Brazilian
company, will have direct access to the investments and all assets of the company.
To avoid depending on representatives, it is necessary to obtain a residence visa in
Brazil. However, this visa is only obtained after investing a minimum amount in
foreign currency. It will therefore be necessary in any case to depend on
representatives for at least a few months.
HOW TO CHOOSE YOUR REPRESENTATIVES AND LIMIT THE RISKS?
In practice, foreign investors choose either their accountant or their lawyer to
represent them, knowing that in this case, they will be rather passive on the
operation of the business; or a Brazilian business partner.
To limit the risk of losing control of your business in Brazil, there are several ways
(i) Appoint different persons as the investor’s agent and as the
company’s legal representative ;
(ii) Appoint two persons with joint powers ;
(iii) Obtain from the company’s bank tools for controlling banking
movements, including prior authorization.
Bertrand de Solere
Avocat aux Barreaux de Rio de Janeiro et São Paulo
Conseiller du Commerce Extérieur de la France-CCEF
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