For years, Brazilian companies had to be managed by someone living in Brazil. That changed in 2021 for corporations and in 2022 for limited companies. Today a foreign executive can run a Brazilian company from abroad, as long as a few conditions are met.
In brief
- Corporations (S.A.)
- Non-resident officers allowed since 2021
- Limited companies (LTDA)
- Non-resident administrators allowed since 2022
- Key condition
- Attorney resident in Brazil
- Attorney’s powers valid
- At least 3 years after the term
- A non-resident administrator needs a CPF and must appoint an attorney in Brazil with powers to receive service of process.
- The power of attorney must remain valid for at least three years after the end of the administrator’s term.
- Managing from abroad does not authorize working in Brazil: a foreigner who will work here needs a visa or residence permit.
- The same duties and liabilities apply to administrators living in Brazil or abroad.
What changed
Brazilian law used to require company officers to reside in the country. Law 14,195/2021, known as the Business Environment Law, removed that requirement for officers of corporations (sociedades anônimas) by amending the Corporations Law. In 2022, the federal registration authority (DREI) extended the same treatment to administrators of limited companies (LTDA) through Normative Instruction 112/2022.
| Company type | Role | Can live abroad? |
|---|---|---|
| LTDA | Administrator (administrador) | Yes, since 2022, with a resident attorney |
| Single-member LTDA | Administrator | Yes, under the same conditions |
| S.A. | Officer (diretor) | Yes, since 2021, with a resident attorney |
| S.A. | Board member (conselheiro) | Yes, with a resident attorney |
Requirements
A foreign administrator who lives abroad must meet three conditions:
CPF
The administrator needs a Brazilian individual taxpayer number, issued through a Brazilian consulate or a resident attorney.
Resident attorney
The administrator appoints a person resident in Brazil with powers to receive service of process in lawsuits brought against them under corporate law.
Long-lasting powers
The power of attorney must remain valid for at least three years after the end of the administrator’s term, so the company and third parties can always reach them.
How to appoint a foreign administrator
The appointment follows the normal corporate route, with a few extra documents:
- In a new company, the administrator is named in the articles of association filed at the Junta Comercial.
- In an existing company, the appointment is made by an amendment to the articles (LTDA) or by a resolution of the competent body (S.A.), which is then registered.
- Documents include the administrator’s passport, CPF, the power of attorney to the resident representative and the term of office, apostilled and translated when signed abroad.
Most signatures can be made digitally or abroad and sent with an apostille. Our guide to apostille and sworn translation explains how to prepare documents signed outside Brazil.
Some practical steps, such as bank onboarding and the company’s digital certificate, may require extra identity checks for non-resident administrators. We plan these steps in advance so they do not delay the start of operations.
Managing from abroad vs working in Brazil
The rule on non-resident administrators is about corporate law, not immigration. A foreigner who manages the company from abroad does not need a visa. A foreigner who will actually live and work in Brazil needs an appropriate visa or residence permit, such as residence for administrators of companies with foreign investment or residence by investment. See our guide to the investor visa.
Duties and liability
Living abroad does not reduce an administrator’s duties. Administrators must act with diligence and loyalty, follow the articles of association and the law, and keep the company’s corporate and tax obligations in order. They can be held personally liable for acts performed with excess of powers or in violation of the law or the articles, including in tax matters. A reliable local team that monitors deadlines is the best protection.
Questions investors ask
Can a foreigner living abroad be the administrator of a Brazilian LTDA?
Yes. Since 2022, administrators of limited companies may live abroad, provided they have a CPF and appoint an attorney resident in Brazil with powers to receive service of process, valid for at least three years after the end of their term.
Can the officers of a Brazilian S.A. live abroad?
Yes. Since Law 14,195/2021, officers of corporations may reside abroad under the same condition of appointing a resident attorney.
Does the administrator need a visa?
Not to manage the company from abroad. A foreigner who will live and work in Brazil needs an appropriate visa or residence permit.
Who can be the resident attorney?
Any person resident in Brazil with the required powers. LegalBR acts as resident representative for foreign partners and non-resident administrators.
