A Ltda. must have at least one Director (technical term is the law being “Administrator”) who can be appointed in the Articles of Association or by a separate Resolution. The Director(s) shall represent the company before any third parties for the performance of any and all acts. The Articles of Association may foresee the granting of powers of attorney for representation of the company jointly or not with the appointed Director(s), and may restrict the representation powers listing acts which performance require prior approval of the shareholder.
In general terms, the Director shall not be personally liable for the obligations assumed in name of the Company during its regular management; however, he/she can be deemed liable (on a civil liability basis) for damages and losses arising from either transgression of Articles of Association or the law, or in cases they have wilfully or culpably used their powers. Also, a Director can be held liable for another Director’s illegal acts should he consent with such illegal acts, neglects to detect them, or, once aware of them, fails to prevent them.
The appointment of a director (administrator) in a limited company is subject to both corporate and immigration requirements. Under the Civil Code, only individuals may serve as directors, and they must have full legal capacity. If the individual resides in Brazil, no special immigration requirement applies. The appointment must be approved by the partners’ meeting, formalized in the articles of association or amendment, and registered with the Commercial Registry.
The administrator may be a nonresident, but he or she must obtain a Brazilian taxpayer number, and appoint a legal representative domiciled in Brazil with powers to receive service of process and represent the administrator before Brazilian authorities. In practical terms, a non-resident administrator or Officer may face limitations in opening or operating corporate bank accounts, as Brazilian banks often require the legal representative of an entity to be resident.
Foreign investors who wish to become administrators of a limited company may qualify for a residence permit if they make an investment of at least the equivalent to BRL 500,000 per individual investor and submit a Business Plan to be executed in 3 years and containing the definition of the business, the objective of the venture, job or income generation, and a financial plan.
However, this amount may be reduced to BRL 150,000 if the investment is linked to activities that foster innovation, technological development, or research. Once the investment is registered and the corporate documents updated, the foreign investor can apply for a residence permit, which allows him or her to reside in Brazil and serve as an administrator.
The visa for foreign company directors in Brazil requires that the individual be formally appointed as an administrator of the company and demonstrate a legal link through the corporate records and the registration of foreign investment in the Brazilian subsidiary of at least BRL 600,000 with the Central Bank.
A Ltda. may also have a Board of Directors upon its shareholder sole discretion.