A foreign company operating in Brazil, through a subsidiary, through a distributor or only through customers, needs legal counsel in the country as much as it needs an accountant, and in most cases the volume of work is too small to justify an in-house lawyer. General counsel and partners abroad usually look for this under the names outsourced general counsel, local counsel or attorney-in-fact, and what they are looking for is one thing: someone in the country who represents the company where the law requires it to be represented, who reads and drafts its contracts under Brazilian law, who advises it on what it may and may not do with employees, customers, the tax authorities and regulators, and who handles disputes when they arise, all while answering the parent company in its own language and at its own pace. This is the set of services a law firm provides as the local legal department of a foreign company, and this article describes what it contains, how it works and for whom it makes sense.
The legal representation, the best known part of the service, is also the most misunderstood. Brazil has no unified figure comparable to the registered agent of the American states: here the expression legal representative of a foreign company designates several distinct positions, with powers and risks that must be kept apart, and the law assigns each of them to a different person. A large share of the problems foreign companies face arises from giving one person everything the law divides among several, and that division is the reason the service exists as a package. The text starts with representation, because it is the foundation, and moves on to the day-to-day work, to the way the relationship with the parent is organized and to the limits of the model.
The rules on representation are found in the Civil Code, Articles 653 to 692 for the mandate and 1,134 to 1,141 for the foreign company; in the Brazilian Corporations Law (Law No. 6,404/1976), Articles 119 and 146; in RFB Normative Instruction No. 2,119/2022, for the corporate taxpayer registration (CNPJ); in DREI Normative Instructions No. 81/2020 and No. 77/2020; in Resolution BCB No. 278/2022, for the non-resident registration (CDNR) and foreign capital; in Article 75 of the Code of Civil Procedure; and in Article 135 of the National Tax Code, for liability. For the formation of the subsidiary and the visas of the staff the parent sends, the firm publishes, in Portuguese, an article on setting up the Brazilian subsidiary of a foreign company; for service of process on the foreign company in Brazil, see the article on suing a foreign company in Brazil.
What does the law require someone to do here on the company’s behalf?
The law requires a resident attorney-in-fact for the foreign shareholder or quotaholder, an officer (administrador) for the Brazilian company, a representative for the officer who lives abroad and a permanent representative for the foreign company that operates without a Brazilian entity; these are four positions, and appointing one of them leaves the others unfilled. The attorney-in-fact of the foreign parent is required by Article 119 of the Brazilian Corporations Law (Law No. 6,404/1976), by Article 12 of DREI Normative Instruction No. 81/2020, which directs a legal entity headquartered abroad to file with the state commercial registry (Junta Comercial) a power of attorney to a representative in Brazil, with proof of its incorporation and legal existence, and by RFB Normative Instruction No. 2,119/2022, which requires an entity domiciled abroad that holds an interest in a Brazilian company to enroll in the corporate taxpayer registration (CNPJ), with a person domiciled in the country answerable to the Brazilian Federal Revenue Service; the non-resident registration (CDNR) at the Central Bank of Brazil is declared by the Brazilian company that receives the investment, with the data the attorney-in-fact supplies. The power of attorney, granted abroad, apostilled and translated, must include the power to receive service of process and court notices, the power to represent the foreign company as shareholder or quotaholder and the power to represent it before the Federal Revenue Service, the Central Bank, the commercial registry and the notaries, and it should contain nothing concerning the assets of the Brazilian company, which fall to the officer.
The officer (administrador) is the management body of the Brazilian company: he or she signs for it, enters into contracts, operates its bank accounts and answers as the responsible person in its CNPJ record and under Article 135 of the National Tax Code and Article 1,016 of the Civil Code. Since Law No. 14,195/2021, for the corporation (sociedade anônima), and DREI Normative Instruction No. 112/2022, for the limitada (the Brazilian limited liability company), the officer may reside abroad, provided he or she appoints a resident representative with powers to receive judicial and administrative service of process and notices for a term that runs at least three years beyond the end of the officer’s tenure, and it is usual for the parent to appoint one of its own directors and to give someone in Brazil a power of attorney from the company, with powers limited by subject matter and by amount, for routine business. A company that operates through an authorized branch, a rare and burdensome form, keeps the permanent representative of Article 1,138 of the Civil Code, with powers to resolve any matter and to receive service of process; a company that operates through a distributor or partner should know that this partner may receive service of process on its behalf, under the reading the Superior Court of Justice gives to Article 75 of the Code of Civil Procedure, and decide whether it wants that.
The governance rule that follows from all this is that the attorney-in-fact of the foreign shareholder and the officer of the company should be different people, because each watches the other on behalf of a parent that is far away. The firm holds the power of attorney of the foreign shareholder, and the management of client companies stays outside its service; when the foreign company needs an officer in Brazil, the firm recommends trusted professionals of unblemished reputation, suited to the scope and level of the management role, and organizes their accountability and reporting.
What does the local legal department do day to day?
It does what an in-house lawyer would do if the company had one, with the difference that it answers to a parent that is unfamiliar with Brazilian law and needs answers that fit the decision it is about to take. The work is organized in fronts, and the most constant is contracts: commercial representation (sales agency) agreements, which in Brazil are governed by their own statute and carry a minimum indemnity of one twelfth of all commissions on termination without cause, and agency and distribution contracts, with the ninety-day prior notice of the Civil Code; supply and service agreements with forum, governing law and arbitration clauses calibrated to be enforceable here; terms of use and privacy policies adapted to the Brazilian data protection law; and the review of contracts the parent drafted under its own law which, once signed in Brazil, produce effects it never anticipated.
The second front is employment, the one that surprises foreign companies most. Hiring employees, the choice between an employee and an independent contractor, outsourcing, variable compensation, remote work, dismissals and separation agreements follow rules that resemble those of no other country, and the Labor Courts are the jurisdiction in which the foreign company runs the greatest risk of being ordered to pay without realizing it was in litigation; the local legal department guides hiring, drafts the employment contracts and internal policies, conducts terminations and defends the company in labor claims.
The third is corporate and foreign exchange, in which the firm keeps the company in good standing: minutes and resolutions, amendments to the articles of association, capital increases and reductions, profit distributions and the foreign capital declarations to the Central Bank of Brazil, whose omission blocks the remittance of dividends and the repatriation of capital; the fourth is regulatory, which varies by sector, municipal and environmental licenses, Anvisa (the health regulator), Inmetro (metrology and product certification), Anatel (telecommunications), the Ministry of Agriculture, and includes responding to inspections and infraction notices; the fifth is tax, in which the firm works alongside the accountant and reviews with him or her the structure of the operations, remittances abroad, transfer pricing and the taxation of the parent in Brazil, and defends the company in infraction notices and administrative proceedings.
There is also customs, for the company that imports or exports, with the customs enrollment, classification, valuation and the defense in cargo retentions, a subject the firm covers, in Portuguese, in an article on the import chain from China to Brazil and in its other customs articles; the immigration of the executives and technicians the parent sends; anti-corruption compliance under the Brazilian Clean Company Act (Law No. 12,846/2013), with the compliance program and the third-party due diligence that parents subject to statutes such as the United States and United Kingdom anti-bribery laws require of their subsidiaries; intellectual property, with trademark registration at the Brazilian patent and trademark office (INPI), which in Brazil follows the first-to-file rule, subject to the right of precedence of whoever had been using the mark in good faith for six months, and surprises those who arrive with a mark established elsewhere; and the management of disputes, civil, labor and tax, conducted directly or through correspondent counsel where the case is pending.
What ties the fronts together is knowledge of the company. The firm that handles the contracts, the dismissals and the foreign exchange declarations of the same subsidiary knows, when the inspection or the labor claim arrives, what was done and why, and answers within days; a firm retained case by case must first understand the client, and that is paid for every time.
How does the relationship with the parent company work?
It works like the relationship between a legal department and the board, with a fixed point of contact, an agreed response regime and a periodic report, with the difference that the board sits in another time zone and speaks another language. The firm designates a lawyer responsible for the account, who knows the company, speaks the parent’s language and is the person the general counsel or the foreign partner calls; requests come in through a single channel, are classified by urgency and answered within the deadlines set in the engagement contract, and everything that is done is recorded in a client file the parent can consult.
At the outset, the parent defines an authority matrix (delegation of authority): what the firm may decide and carry out on its own, such as answering a court notice, renewing a power of attorney or approving the draft of a standard contract; what requires prior consultation, such as signing an amendment to the articles of association, accepting a settlement in litigation or retaining correspondent counsel; and what the parent reserves for itself, such as any disposal of assets or borrowing. The power of attorney of the foreign shareholder and any power of attorney from the company mirror that matrix, and it is this match between what the parent wants and what the document allows that gives both sides security.
The monthly or quarterly report, in the parent’s language, sets out what was done, what is pending, the deadlines coming due, the disputes with their estimated risk and amount and the legislative changes that affect the operation; it serves the foreign general counsel in reporting to his or her own board and the auditor at year-end closing, who asks for a legal letter to auditors on contingencies. When the parent has outside counsel in its own country, the firm works with them, translating Brazilian law into the logic they know; when the matter calls for a lawyer in another jurisdiction, the firm activates its network of partner firms, in Miami, New York, Jacksonville, Washington D.C., Lisbon, Madrid and Buenos Aires, and keeps the coordination.
Confidentiality and conflicts of interest are handled as in any client relationship: the firm refrains from representing the company’s counterparty in the same matter, and the lawyer in charge of the account is bound by the professional secrecy of the Brazilian Bar statute, which gives the parent a protection unavailable from a corporate services provider. Fees take the form of a fixed monthly retainer covering representation, ongoing advice and the report, with matters outside that scope, litigation and projects, quoted separately and approved before work begins.
For whom does the model make sense, and where does it stop?
It makes sense for the foreign company whose Brazilian operation is significant enough to generate legal work every month and small enough to do without an in-house lawyer, which describes most subsidiaries of mid-sized groups, distributors, technology companies that sell to Brazilian customers with no local team, funds and investors holding interests in more than one company in the country and companies that have just set up and still have to learn what volume they will have. For the individual investor who keeps a holding company or an equity interest, the model shrinks to representation and corporate and foreign exchange maintenance, at a proportional cost.
The model stops where the need for someone inside the company begins. An operation with hundreds of employees, mass litigation or intense sector regulation needs an in-house lawyer who sits in the management meetings every day, and the firm then becomes what it is for any Brazilian company, outside counsel for advice and litigation; the transition is made by handing the client file and the calendars over to the new in-house team, and it is a sign that the operation has succeeded.
The model also depends on the parent’s decisions. The firm advises, executes and represents, but the foreign company that delegates without instructing, leaves consultations unanswered and keeps a broad power of attorney in place without accountability and reporting repeats, with a law firm, the mistake it would make with any representative; the relationship works when the parent treats the local legal department as part of its own structure, with a defined authority matrix and a counterpart who decides.
How does the firm handle these cases?
The firm has served as the legal department in Brazil of foreign companies and of foreign individual shareholders since 1996, and provides the service as a package: legal representation, with the power of attorney of the foreign shareholder, the CNPJ enrollment, the registration at the Central Bank of Brazil, receipt of service of process and court notices and accountability and reporting; corporate and foreign exchange maintenance; contracts, employment, regulatory matters and day-to-day tax coordination; and the conduct of disputes or the coordination of correspondent counsel where they are pending. Clients are served, in the corporate, business and investment practice, in Portuguese, English, Spanish, French and Italian, with a lawyer responsible for the account and a periodic report in the parent’s language.
The relationship starts with the design of the structure, before any power of attorney is signed: who will be the officer of the Brazilian company, resident or not, with what powers and subject to which approvals, and how authority is divided among the parent, the officer and the firm. The management of client companies stays outside the firm’s service; when the foreign company needs an officer in Brazil, the firm recommends trusted professionals of unblemished reputation, suited to the scope and level of the management role, handles their engagement and organizes their accountability and reporting to the foreign shareholder.
For the company still deciding how to enter, the firm examines the suitable form, subsidiary, authorized branch or commercial presence through a partner, and conducts the incorporation and the visas, subjects covered in the firm’s Portuguese-language articles on the Chinese subsidiary and on the import chain from China to Brazil, whose guidance applies to companies of any origin. For the company that already has a representative and has lost confidence in him or her, the firm conducts the revocation of the power of attorney, the replacement of the officer, the accounting owed by the outgoing representative and the recovery of control. Fees are presented in writing after the initial consultation, as a rule as a fixed monthly retainer for ongoing legal work, with projects and litigation quoted separately.
Sources consulted on November 1, 2026: Brazilian Federal Revenue Service, guidance for legal entities domiciled abroad in the CNPJ; DREI Normative Instruction No. 81/2020, consolidated text; Law No. 6,404/1976, Articles 119 and 146; Resolution BCB No. 278/2022; Migalhas, who is the legal representative, with Articles 119 and 146 of the Corporations Law and Article 1,138 of the Civil Code; Valesca Camargos, representation of foreign shareholders in Brazilian companies; Legal BR, opening a company in Brazil as a foreigner in 2026, with DREI Normative Instruction No. 77/2020; Cepeda, non-resident officers after DREI Normative Instruction No. 112/2022; Conjur, service of process on the local outpost, HDE 410; the firm’s page.
