In Brazil, limited liability companies are allowed to have individuals or legal entities domiciled or headquartered abroad as partners.
However, it is necessary to pay attention to the requirements laid down in current legislation in order to avoid registration requirements or rejections.
The National Department of Business Registration and Integration (DREI), the body responsible for regulating the general rules and guidelines for the public registration of companies, sets out in the Limited Company Registration Manual the requirements to be observed when registering a corporate act involving a partner resident abroad.
Legal entities based abroad that want to hold shares in Brazil must be duly registered with the Federal Revenue Service and be registered with the CNPJ. The same applies to individuals, who must be registered with the CPF.
In addition, partners resident or domiciled abroad are obliged to appoint a legal representative in Brazil, who must be granted a power of attorney with at least the following powers: (i) to administer the assets and rights held in Brazil by the partner resident or domiciled abroad before the Brazilian Internal Revenue Service; and (ii) to receive summonses in legal actions brought against the partner resident or domiciled abroad.
When signed abroad, the power of attorney must be apostilled in the country of origin (if it adheres to the Hague Convention) and, in Brazil, translated by a sworn translator and registered with a Registry of Deeds and Documents.
On the other hand, legalization formalities are waived if the signatory of the power of attorney is passing through Brazil and signs it in national territory, whether by public or private instrument.
Powers of attorney must be filed with the relevant Board of Trade, either attached to the corporate act to be registered or in a separate file.
With the aim of reducing bureaucracy and speeding up the processes involving limited liability companies, the DREI, through DREI Normative Instruction No. 01, of January 24, 2024, now allows the individual partner residing abroad to electronically sign the corporate acts of limited liability companies without the intermediary of their legal representative.
In addition to the requirements mentioned above, it is essential to observe the other rules applicable to limited liability companies, especially the Brazilian Civil Code and, if applicable, the Brazilian Corporate Law.
The Corporate team at Barcellos Tucunduva Advogados will be happy to answer any questions you may have on the above subject at societario@btlaw.com.br.