Is it possible for a foreigner not domiciled in Brazil to be a director of a Brazilian joint-stock or limited liability company?

Law 14.195/2021 (“Business Environment Law”), which objective is to reduce bureaucracy in business, attract foreign investment to the country and increase Brazil’s position in the “Doing Business”, ranking promoted by the World Bank, amended the old wording of Law 6.404/76, in the sense that it provides for the possibility of a foreigner not residing in the country to be a director of a company in Brazil.

Until Law 14.195/2021 came into force, only foreigners actually residing in Brazil could occupy the position of director of a company, and still had to have a specific administrator’s visa to exercise the activity, the only existing possibility for a foreigner not domiciled in the country to be a director, was to be part of the company’s board of directors and also to constitute an attorney in fact in Brazil to deal with public authorities, banks and day to day bureaucracy.

Nowadays, in order for a foreigner not domiciled in the country to be a director, it is only necessary to constitute an attorney resident in Brazil, with powers at least up to 3 years after the end of the managing director’s term.

The attorney will act with the role of receiving (i) summons and subpoenas in actions brought against him/her, and (ii) summons and subpoenas in administrative suits brought by the Securities and Exchange Commission, as established in items I and II of the 2^nd paragraph of art. 146 of the Law 6.404/76.

Although Law 6.404/76 is the law for joint-stock companies, the Brazilian Superior Court of Justice understands the possibility of applying Law 6.404/76 subsidiarily to the Civil Code for limited liability companies. Therefore, even though there is no specific law that says that it is possible for a foreigner non-resident in Brazil to be a director of a limited liability company, it is understood that it is possible to be a director due to the consolidated understanding of the Brazilian Superior Court of Justice.

In this way, the answer to the initial question is yes! Foreign non-resident can now be appointed as executive directors of Brazilian joint-stock or limited liability company.