Corporate Paralegal Services in Brazil: What They Cover and When You Need Them

Reviewed by Luiz Eduardo da Silva, director of LegalBR. Updated on 15 October 2026. About 9 minutes to read.

Corporate paralegal services in Brazil keep a company legally alive: they register its corporate acts, maintain its books, renew its registrations and produce the certificates that banks, buyers and authorities ask for. For a foreign group, this work sits between the law firm and the accountant, and it is where most avoidable problems start. This guide explains what a corporate paralegal provider does, where its role ends and how to choose one.

What paralegal services in Brazil cover

In the United States or the United Kingdom, a company secretary or an entity management team keeps the minute book, files annual reports and tracks officers. Brazil has no statutory company secretary role. Instead, this work is spread across the corporate registry, the tax authorities, the Central Bank and municipal bodies, and it is done by corporate paralegal providers (assessoria paralegal or assessoria societária), often alongside the company’s lawyers and accountants.

The work is practical and document-heavy. For example, a capital increase in a subsidiary owned by a foreign parent involves a resolution of the parent abroad, an apostille, a sworn translation, an amendment to the articles, a filing at the Board of Trade (Junta Comercial), an update of the CNPJ and a report to the Central Bank. Each step is simple; the sequence is not. Therefore, the value of a good provider lies in getting the chain right the first time.

Historically, Brazilians used a despachante, an agent who queued at public offices on the client’s behalf. Most of those offices are now digital, so the role has shifted from queuing to drafting, checking and tracking.

Paralegal provider, law firm or accountant: who does what

Brazilian law draws clear lines. Under the Statute of the Legal Profession (Law 8,906/1994, article 1), representing clients in court and providing legal consultancy and advice are activities reserved to lawyers registered with the Brazilian Bar Association (OAB). Acts performed by non-lawyers in those areas are null (article 4). Accountants, in turn, are registered with the Regional Accounting Council (CRC) and are responsible for bookkeeping and tax returns.

One rule deserves attention. The same statute requires the articles and other constitutive acts of legal entities to be endorsed by a lawyer before registration (article 1, paragraph 2). Micro and small companies are exempt (Complementary Law 123/2006, article 9, paragraph 2), but a foreign-owned subsidiary often does not qualify as either. In practice, a provider that works with partner lawyers, or an affiliated law firm, covers this step without a second engagement.

Typical tasks from formation to annual maintenance

The scope varies, but a full-service provider for a foreign-owned company usually covers four groups of work.

Formation and entry

• CNPJ registration for a foreign parent company and CPF for foreign individuals and administrators.
• Coordination of apostilles and sworn translations of the parent’s documents.
• Drafting and filing the articles of association, followed by CNPJ, state and municipal registrations through the integrated REDESIM system.
• Registration of the initial capital in the Central Bank’s SCE-IED system.

Once the apostilled documents arrive in Brazil, our team typically has the company ready to operate within 15 to 30 days, unless the activity requires a specific license. Our guide on opening a company in Brazil as a foreigner describes the full sequence.

Corporate acts during the life of the company

• Annual approval of accounts, which for a December year-end must happen by 30 April.
• Amendments for address changes, capital increases or reductions, new administrators and changes of business purpose.
• Quota or share transfers, mergers, spin-offs and conversions of company type, executed after the legal and tax advice is settled.

Foreign partner maintenance

• Acting as, or replacing, the resident legal representative of foreign partners. See our guide on choosing a legal representative.
• Keeping the foreign parent’s CNPJ data and beneficial ownership information current with the Federal Revenue.
• Updating SCE-IED within 30 days after capital events of US$ 100,000 or more, and preparing periodic Central Bank declarations.

Regularization

• Fixing inconsistencies between the Board of Trade, the CNPJ, the state and the municipality.
• Reconstructing missing corporate books and minutes.
• Reactivating suspended registrations and clearing pending items that block certificates.

Corporate books and records

Corporations (S.A.) must keep a defined set of corporate books under article 100 of the Corporations Law (Law 6,404/1976): the registers of registered shares and of share transfers, minutes of general meetings, the shareholders’ attendance book, and minutes of the board, the executive board and the fiscal council where those bodies exist. A limited company (Ltda) that decides through meetings keeps a minutes book, and its resolutions are filed at the Board of Trade when the law requires.

The registry rules of the DREI now allow books to be kept and authenticated digitally. However, many companies still have gaps: paper books lost in an office move, minutes never transcribed or share transfers never recorded. As a result, a buyer or a bank may refuse to rely on the cap table until the books are rebuilt. Our corporate books service handles that reconstruction.

Certificates and due diligence support

Banks, clients, public tenders and buyers ask for clearance certificates (certidões). A provider gathers them, reads them and flags problems before they reach the counterparty.

In an acquisition, the paralegal team usually runs these searches for the target, its partners and sometimes its administrators, across every relevant state. The lawyers then assess the findings. That division of labor is efficient, because volume and accuracy matter more than interpretation at the gathering stage. Our certificates and due diligence service covers the 27 states.

How international groups organize the work

Foreign groups tend to choose one of three models for their Brazilian entities.

1. Accountant-centered

   The accountant handles everything, including corporate acts. It is cheap at first, but corporate books, Central Bank reporting and representative duties are often neglected because they are not tax work.

2. Law firm-centered

   An outside law firm handles strategy and execution. It is thorough, but routine filings at partner rates become expensive, and small requests wait behind large matters.

3. Split model

   The group’s legal team or outside counsel decides, a corporate paralegal provider executes and maintains, and the accountant handles tax and payroll. Most groups with several entities in Brazil end up here.

Whatever the model, write down who owns each recurring obligation. In particular, the annual accounts approval, the SCE-IED updates and the renewal of the representative’s power of attorney should each have a named owner and a date.

How to choose a provider of paralegal services in Brazil

Several criteria separate a reliable provider from a document courier.

• National coverage. Brazil has 27 Boards of Trade, each with its own practices. A provider should file in all of them, not only in São Paulo.
• Working language. Your team will receive drafts, requirements and status reports. Bilingual drafting, with Portuguese and English side by side when useful, saves translation rounds.
• A clear boundary with legal advice. The provider should say what it does not do and have lawyers available for endorsements and opinions.
• Document control. Ask how minutes, books, powers of attorney and certificates are stored, versioned and handed over if you change provider.
• Representative capacity. If the provider acts as legal representative, ask about internal controls, insurance and how notices are forwarded.
• Data protection. Corporate files contain personal data of partners and administrators, so the provider should follow the General Data Protection Law (LGPD).
• Reporting. A good provider gives you an annual calendar and a list of open items per entity, not only invoices.

Finally, test the provider on a real request. A simple certificate package or an address change shows quickly how it communicates, how it handles requirements and how precise its drafting is. If you are inheriting a company through an acquisition or a shelf company, start with a corporate health check before any new act. Our paralegal advisory service describes how LegalBR works.

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