Migrants may be members of the board of directors and/or directors of companies in Brazil. They may or may not be residents in the country as long as they comply with the corresponding legal obligations.
A migrant may be administrator, manager or execute another commanding position in a company in Brazil. Although the residence in Brazil is no longer mandatory for administrators, directors and board members, the migrant and/or the company and its stakeholder may understand vital that this position is occupied by a Brazilian resident. For this case, the migrant must have the adequate residency authorization; therefore, comply with all the legal requirements.
The possibility of being appointed member of the board of directors or administrator of a company in Brazil without being resident in Brazil was recently introduced by Law 14.195, of August 26, 2021, which amended Law 6.404, of December 15, 1976; therefore, still with few precedents to date in the public agencies such as the Commercial Registry and Federal Revenue.
Members of the board of directors or Administrators Resident in Brazil
A migrant member of the board of directors and/or administrator of a company in Brazil may choose to reside in the country.
In this case, such executive must have the corresponding residence permit issued by the General Coordination of Labor Immigration of the Ministry of Justice and Public Security. This executive will become tax resident in the country, subject to compliance with the respective tax obligations.
Members of the Board of Directors or Administrators Not Resident in Brazil
A migrant member of the board of directors and/or administrator of a company in Brazil may choose to not reside in the country.
In this case, such executive may enter the country with a visitor visa, or an exemption, depending on the nationality, observing the period of stay allowed under these conditions: as a rule, 90 days extended for another 90 days in a 12-month period.
Nevertheless, for members of the board of directors and/or administrators of companies in Brazil that do not reside in the country it is mandatory to have legal representatives in Brazil that my receive notification and summons in their name.
With the amendment brought by Law 14.195, of August 26, 2021, although members of the board of directors and/or administrators of a company in Brazil may reside in Brazil, residence in the country is no longer mandatory provided that these executives have a legal representative in the country as indicated here above.
The same concept applies to tax residency, which will only become mandatory if the member of the board of directors and/or administrator of a company in Brazil:
(i) stays in Brazil for a period exceeding one hundred and eighty-three days, consecutive or not, counted, within a twelve months period, from the date of the first arrival; or
(ii) enters the country with a residence permit for indefinite period.