Local representative in Brazil: legal requirements and practical implications for foreign companies

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Brazil is an attractive market for international companies. However, foreign investors must appoint a local representative in Brazil to operate legally and comply with local requirements. This article explains what a local representative is, when it is required, what responsibilities are involved, and why this role is critical for foreign companies entering the Brazilian market.¹

What is a local legal representative in Brazil?

A local legal representative in Brazil is an individual or entity legally authorised to act on behalf of a foreign company or its Brazilian subsidiary before public authorities, banks and third parties.

This role is not merely administrative. The local representative is the formal legal interface between the company and the Brazilian legal system, with powers that may include signing documents, receiving official notices and ensuring regulatory compliance to operate through properly structured local entities and authorized representatives.

When is a local representative required?

Foreign companies are required to appoint a local representative in several scenarios, including:

• incorporation of a Brazilian subsidiary (LTDA or S.A.);
• registration of foreign shareholders with the Brazilian Central Bank;
• opening and operating bank accounts in Brazil;
• compliance with tax, labour and regulatory obligations;
• execution of contracts governed by Brazilian law.

In practice, it is not possible to operate legally in Brazil without a local representative, even when the foreign company maintains full ownership and control of the Brazilian entity.

Who can act as a local representative?

Brazilian law allows a relatively flexible approach regarding who may act as a local representative or administrator of a Brazilian company. Foreign individuals who are not resident in Brazil may act as administrators of Brazilian companies, including Limited Liability Companies (LTDA) and Corporations (S.A.), provided that specific legal requirements are met.

This possibility was reinforced by Law No. 14,195/2021 and the regulatory framework set forth by Normative Instruction DREI No. 81/2020, which expressly permit the appointment of non-resident foreign administrators, subject to proper representation arrangements in Brazil.

General requirements for non-resident foreign administrators

When a foreign administrator is not resident in Brazil, Brazilian law requires the appointment of a Brazilian-resident attorney-in-fact (proxy) with powers to receive judicial and administrative service of process on behalf of the company.²

This appointment must comply with strict formalities, including:

• execution of a public power of attorney;
• legalization or apostille in the country of origin;
• sworn translation into Portuguese;
• registration before the appropriate Brazilian authorities.

For limited liability companies (LTDA), the articles of association may also provide for supplementary application of the Brazilian Corporations Law (Law No. 6,404/1976), allowing greater flexibility in governance and alignment with international corporate practices.

In the case of corporations (S.A.) formed exclusively by non-resident foreign shareholders or foreign legal entities, Brazilian practice and regulatory interpretation may require the appointment of at least one administrator resident in Brazil, particularly to ensure enforceability and regulatory supervision.³

In addition, regulated sectors may impose additional or stricter requirements. For example:

• companies operating in the financial sector, including fintechs, may be subject to specific rules issued by the Brazilian Central Bank;
• other regulated activities may require resident officers or locally accountable managers as a condition for licensing or authorisation.

Accordingly, regulatory mapping should always be conducted before defining the management and representation structure.

Registration with the Board of Trade and DREI Guidance

The permissibility of non-resident foreign administrators is expressly recognized by Normative Instruction DREI No. 81/2020, particularly item 3.3, as well as by interpretative circular letters issued by the National Department of Business Registration and Integration (DREI).

In practice, the Board of Trade (Junta Comercial) will require:

• proper filing of the administrator’s appointment;
• submission of a term of office (termo de posse), when applicable;
• evidence of the duly appointed local proxy with service-of-process powers.

Requirements may vary slightly between states, making local legal coordination essential to avoid delays or rejection of filings.⁴

Local Representative vs. Legal Proxy: practical distinction

It is important to distinguish between:

• the administrator or director (who may be non-resident), and⁵
• the local legal proxy (who must be resident in Brazil).⁶

While the administrator manages the company and represents it strategically, the local proxy ensures that the company remains legally reachable within Brazilian territory, particularly for judicial, tax and regulatory purposes. Confusing or conflating these roles is a common source of compliance risk for foreign companies.

When the appointment of foreign administrators and local proxies is not properly structured, foreign companies may face:

• rejection of corporate filings by the Board of Trade;
• inability to obtain or maintain operating licences;
• exposure to default judgments due to improper service of process;
• regulatory sanctions in supervised sectors;
• difficulties replacing administrators or proxies.

These risks highlight why local representation should be treated as a core legal architecture decision, not a mere formality.

Foreign investors should:

• confirm whether their sector allows non-resident administrators without restriction;
• carefully define the scope of powers granted to local proxies;
• ensure all documents comply with apostille, translation and registration requirements;
• coordinate corporate, tax and regulatory structures from the outset;
• rely on experienced local legal advisors to interface with Boards of Trade and regulators.

Conclusion

Brazilian law offers meaningful flexibility for foreign investors by allowing non-resident foreign administrators, but this flexibility comes with formal and regulatory requirements that must be precisely observed. The correct combination of foreign management and local legal representation is essential to ensure enforceability, compliance and operational continuity.

About Struecker Hungaro

Struecker Hungaro Advogados acts as a legal advisor in Brazil for international companies and investors, providing comprehensive legal support for cross-border transactions and market entry strategies.

Our team advises clients from the incorporation of local entities in Brazil to the structuring and negotiation of commercial agreements, including distribution agreements, agency and commercial representation contracts, as well as public contracts and government procurement procedures (public tenders).

Whether you are assessing escrow mechanisms, establishing operations in Brazil or structuring complex international transactions, we deliver enforceable, efficient and investor-ready legal solutions aligned with international standards and local regulatory requirements..

Explore other legal insights

If you are interested in tax planning strategies, corporate structuring and cross-border business solutions, we invite you to explore other articles on our blog that may further complement your analysis:

• Escrow accounts in Dubai: a practical guide for investors
  
• Guide to Setting up a Company in Brazil

References

1. This article is provided for general informational purposes only and does not constitute legal advice. Corporate, regulatory and representation requirements may vary depending on the company’s activities, structure and applicable regulations. ↩︎
2. Brazilian law allows the appointment of non-resident foreign administrators for Brazilian companies, pursuant to Law No. 14,195/2021 and Normative Instruction DREI No. 81/2020, provided that a local proxy resident in Brazil is duly appointed to receive judicial and administrative service of process. ↩︎
3. In certain circumstances, particularly in corporations (S.A.) composed exclusively of non-resident foreign shareholders or in regulated sectors, Brazilian authorities may require the appointment of at least one administrator resident in Brazil. ↩︎
4. Corporate acts involving foreign administrators are subject to review and filing before the competent Board of Trade (Junta Comercial), which may request additional documentation depending on local administrative practice. ↩︎
5. The appointment of a local legal proxy does not replace the role of the administrator or director, but ensures the company’s legal accessibility within Brazilian territory, particularly for judicial, tax and regulatory purposes. ↩︎
6. Powers of attorney granted by foreign administrators must be executed as public deeds, duly apostilled or legalized, translated into Portuguese by a sworn translator and registered with the competent Brazilian authorities. ↩︎