With the changes introduced by Law No. 14,195/2021, the Brazilian regulatory landscape has taken a significant step forward by allowing companies to appoint non-resident directors to oversee their operations in the country. This change represents a strategic opportunity for foreign investors seeking greater control over their subsidiaries. However, practical challenges remain, which can compromise the agility of company operations.
Among the main obstacles is the issuance of the e-CNPJ, essential for fulfilling tax obligations. The process requires the biometric data of the director to be collected at authorized units, which may necessitate travel to Brazil or countries with compatible certification facilities, complicating logistics for non-residents. Additionally, opening bank accounts in Brazil for companies managed exclusively by foreign directors faces significant barriers, such as the requirement of a Brazilian address and the use of banking platforms predominantly in Portuguese.
To address these challenges, an effective solution is to appoint a local representative with limited powers, designated solely to meet legal and fiscal requirements. When well-structured, this approach ensures that foreign directors retain control over corporate governance while avoiding bureaucratic hurdles and providing greater legal security for investors.
Furthermore, the creation of distinct classes of directors in the corporate charter or bylaws has proven to be an efficient strategy. While non-resident directors take charge of the company’s strategic management, the local representative serves solely as an intermediary with Brazilian authorities, reducing risks and simplifying operations in the national market.
Our team is ready to provide comprehensive support in implementing modern and effective corporate structures. Regardless of the complexity of your business, we offer solutions to protect your interests and ensure compliance with Brazilian regulations.
