Your foreign shareholder needs a representative in Brazil. We take on that role.
A resident attorney-in-fact for foreign shareholders before the Federal Revenue Service and the Commercial Registry, and your company’s representative for Central Bank foreign direct investment reporting. Handled by the same team that keeps your books.
Brazil asks every foreign investor for a local point of contact. Two registries depend on it.
When a company abroad holds quotas or shares in a Brazilian entity, the authorities need someone in the country who can act for that shareholder and answer for the investment records.
The shareholder needs its own CNPJ.
A foreign company that holds equity in Brazil registers with the Federal Revenue Service through an attorney-in-fact domiciled in Brazil, with powers to represent it before the tax authority.
The Commercial Registry asks for a power of attorney.
Quotaholders resident abroad file a power of attorney granted to a representative in Brazil, including powers to receive service of process.
The Central Bank tracks the investment.
The Brazilian company reports the foreign investment in the SCE-IED system: capital contributions, profit distributions and periodic declarations. It may appoint a representative to file for it.
Rules: Normative Instruction RFB 2,119/2022 (CNPJ), Normative Instruction DREI 81/2020 (Commercial Registry), Law 14,286/2021 and Central Bank Resolution BCB 278/2022 (SCE-IED).
One representative in Brazil, two sets of obligations kept up to date.
Resident attorney-in-fact
We act as attorney-in-fact of the foreign shareholder in Brazil, under a specific power of attorney.
Shareholder CNPJ
Registration of the foreign shareholder with the Federal Revenue Service and every later update to its record.
Commercial Registry filings
Signing corporate acts as attorney-in-fact, such as amendments to the articles of association, once your legal counsel has prepared them.
Official notices
Any notice or service of process received for the shareholder goes to you and your lawyers the same day.
Investor registration
Registering the foreign investor and the Brazilian company in the Central Bank’s SCE-IED system.
Capital and profit events
Capital contributions, capitalized balances and profit distributions recorded within the deadlines.
Periodic declarations
Quarterly, annual or five-yearly declarations, depending on the company’s size, filed from the same closing we prepare.
Reports to headquarters
A short report in English after every filing, so the parent company knows what was registered and when.
From the first call to a representative on record.
Know the shareholder
We identify the shareholder and its beneficial owners and run the usual compliance checks before accepting the mandate.
Define the powers
We send a draft listing only the powers the role needs. It is signed abroad, apostilled and translated by a sworn translator in Brazil.
Put it on record
We register the representative with the Federal Revenue Service, the Commercial Registry and the Central Bank, as each case requires.
Keep it current
We follow deadlines, file the events and periodic declarations, and report to headquarters in English.
A representative with defined powers. Nothing more, nothing less.
Clear boundaries protect the shareholder and keep each role with the right professional.
Specific powers, never unlimited.
The power of attorney lists exactly what we may sign and file. Anything outside it goes back to the shareholder for approval.
Legal advice stays with lawyers.
We are accountants, not a law firm. Drafting corporate documents, legal opinions and court representation remain with your legal counsel.
Portfolio investors use a financial institution.
Investors in the Brazilian financial and capital markets need a representative authorized by the Central Bank. We can point you to one.
Legal representation in Brazil, answered.
Does the attorney-in-fact have to be a lawyer?
No. The rules require a person or firm domiciled in Brazil with the necessary powers. Legal advice and court representation, however, remain with lawyers.
Is a Central Bank representative mandatory?
The reporting obligation belongs to the Brazilian company that receives the investment. It can file directly or appoint a representative; most foreign-owned companies delegate the filings to the team that already keeps their books. See our guide to SCE-IED reporting.
What does the power of attorney need?
It is signed by the foreign shareholder, apostilled or legalized in its home country and translated by a sworn translator in Brazil. Our apostille and sworn translation guide explains each step.
Can you also act as the company’s director?
No. We act as attorney-in-fact of the shareholder and as Central Bank representative of the company. Management positions stay with people appointed by the group. Our guide to resident directors explains the current rules.
Can we change representatives later?
Yes. A new power of attorney is granted and the records at the Federal Revenue Service, the Commercial Registry and the Central Bank are updated. We coordinate the handover with the previous representative.
Representation works best next to the numbers.
Accounting
The closing that feeds every Central Bank declaration.
Learn more → BPOTax Compliance
Monthly filings for the Brazilian company, on time.
Learn more → ManagementCFO as a Service
Reporting to headquarters and decisions on capital and dividends.
Learn more → GuidesDoing Business in Brazil
Practical guides on setting up and running a subsidiary.
Read the guides →