Foreign companies that want to establish themselves in a country like Brazil can count on the service of legal representation
When a company decides to expand its operations beyond national borders, there are many challenges. Each country is governed by a specific set of laws and regulations, and understanding the details and processes involved can be difficult without proper professional assistance. Therefore, foreign companies that want to establish themselves in a country like Brazil can count on the service of legal representation.
In general terms, a legal representative has the authority to act on behalf of another person. When it comes to representing foreign companies in Brazil, it is mandatory that the representative is an individual domiciled in the country, who will be the signatory of all the company’s operational activities, protecting its interests.
There are several steps to open a company in Brazil, such as applying for registration with the Board of Trade, a mandatory requirement to proceed with the legalization process of the company, obtaining the National Registry of Legal Entities (CNPJ), paying fees, and obtaining permits and licenses from the respective agencies. The legal representative must be authorized to perform all these tasks by means of the power of attorney granted to him/her.
The legal representative also signs electronically some tax declarations, such as the ECF (Tax Accounting Bookkeeping) and ECD (Digital Accounting Bookkeeping), using the digital certificate e-CPF.
Actions of a legal representative: administrator x attorney-in-fact
The legal representative may act as the administrator of the Brazilian company or as the attorney-in-fact for foreign companies. By means of the powers granted to him/her in the articles of association, the administrator will answer for the Brazilian company before public entities of all levels, such as the Federal Revenue and the Boards of Trade of the States, Central Bank and/or banks in general, tax authorities, among others.
The attorney-in-fact, on the other hand, acts on behalf of the foreign company. His/her powers must be granted by means of a power of attorney from the country of origin, with the proper legalizations, such as Notarial and Authentication Services. To be valid in Brazil, the power of attorney must be translated by a sworn translator and registered at a notary’s office.
Therefore, when hiring the service of representation of foreign companies, it is necessary to pay attention to the difference between the services of an administrator and an attorney-in-fact. In Brazil, their attributions are different.
What services does a lawyer perform?
The services offered by a legal representative and a legal counsel can be confused. The drafting of the articles of association, for example, which establish the activities of the company and its operation, as well as the capital shares of each of the partners, is the responsibility of the corporate lawyer. All corporate documents, such as meeting minutes, are his or her responsibility.
Legal services can also include the formation, reorganization, and dissolution of business entities, including corporations, partnerships, and limited liability companies, acting in the preparation, negotiation, and review of documents required for mergers, acquisitions, sales, and other business arrangements.
Overall, lawyers offer advice on a wide range of corporate matters, as well as acting in the preparation, review, and negotiation of contracts for their clients.
For the representation of foreign companies, count on Pryor Global. We have over 26 years of experience representing legal companies. Our team is composed of specialists in Brazilian regulation. Contact us and find out how we can help your business to operate in the country.