Officer
Appointing a Resident Officer is the fastest and most practical way to ensure a company incorporated in Brazil is fully up and running.
At MP Legal, the role is shaped around each client’s needs — whether to kick-start operations, accelerate essential processes, or scale the business in Brazil with the right safeguards for foreign investors.
The Historical Requirement
Until 2021, the position of administrator could only be held by an individual residing in Brazil — in both limited liability companies (the most common structure) and corporations.
Thus, for decades, the presence of a Resident Officer was a natural part of corporate organization.
Legal Basis:
Original wording of Art. 146 of Law No. 6.404/1976 (“Brazilian Corporations Law”).
Application to limited liability companies: restriction applied by subsidiary interpretation of the Civil Code (Law No. 10.406/2002, Art. 1.053) and by infra-legal regulations, such as DREI Normative Ruling No. 81/2020 (original wording of Art. 13).
The New Rule
In 2021, the requirement was eased, but practice has not fully kept pace with the legal change. Public agencies, authorities, and financial institutions still face difficulties dealing with non-resident administrators.
Opening bank accounts, issuing digital certificates, and other procedures remain faster and more straightforward when there is a Resident Officer.
Fundamento Jurídico:
Application to limited liability companies: recognized by DREI Normative Ruling No. 112/2022, which amended the LLC Manual (Art. 13 of DREI Normative Ruling No. 81/2020).
Practice: non-resident managers came to be admitted, provided they are represented in Brazil by an attorney-in-fact with specific powers.
Landing Director
Some investors need to incorporate their Brazilian company on a fast track, but do not want to bear the cost of a permanent resident officer.
While banks, registries, and authorities still impose hurdles for non-resident administrators, MP Legal offers the Landing Director service: a temporary resident officer, able to accelerate the critical entry phase and ensure the company becomes operational as quickly and efficiently as possible
Country Manager
A CNPJ on paper does not amount to a business.
MP Legal offers the Country Manager service: a Resident Officer with a clear, pre-defined mandate to establish processes, help hire local resources, and set the initial tone of the operation.
At the same time, this role secures strategic partnerships and organizes BPO solutions — bringing fluency to the start of operations and avoiding the practical hurdles that often compromise the expansion of foreign companies in Brazil.
Independent Officer
The risk of agency conflict grows in proportion to the expansion of operations in Brazil. An independent Resident Officer acts as a counterbalance, strengthens governance, and enables the adoption of segregation of duties (SoD) measures in sensitive transactions.
At MP Legal, this strategic role parallels the Independent Non-Executive Director (iNED) widely established in other jurisdictions, safeguarding the foreign investor and providing institutional security for scaling the business in Brazil.
Non-Resident Account (CNR)
In a CNR, regulatory representation is provided by the bank or custodian. Whenever a CNPJ (tax id) in Brazil is required, the appointment of a local legal representative for tax and corporate purposes is mandatory.
Mandate under the Power of Attorney:
Authority to manage the entity’s assets and rights in Brazil and to represent it before the Federal Revenue Service.
Legal Basis:
Why Foreign Investors Turn to Resident Officers
Appointing a Resident Officer, while no longer mandatory, has become a strategic decision for investors seeking speed and stability in their Brazilian operations.
Appointing an MP Legal Partner as Your Officer
Learn how MP Legal guides the process of appointing a Resident Officer — from defining the mandate to putting governance and communication routines in place with the investor.
MANDATE DEFINITION
2h - 24h
Definition of the Resident Officer’s powers, term, and responsibilities, in coordination with the investor.
CORPORATE DOCUMENTS
24h - 72h
Drafting of the articles of association, bylaws, or corporate amendments, depending on the company type and structure.
Additional Requirements
7d - 14d
Concurrently, the fulfillment of formal requirements to qualify non-resident shareholders and officers, following the Attorney-in-Fact track.
TRADUÇÃO
24h - 72h
Filing & Appointment
3d - 14d
Filing of the articles, bylaws, or amendments with the Board of Trade and Federal Revenue, formalizing the Officer’s appointment and enabling operations.
EMISSÃO CPF / CNPJ
3d - 7d
APPROVAL MATRIX
Ongoing
Based on the limits set in the corporate documents, the definition and recording of practical approval and signing flows.
INCORPORAÇÃO
7d - 14d
communication
Ongoing
The implementation of periodic communication routines between the Resident Officer and the investor, ensuring transparency and ongoing alignment.
Legal representation, elevated.
Principles that translate into superior service. Professionalism, legal expertise, and exclusive dedication to Legal Representation quickly made MP Legal a leading name in the field in Brazil.
In Brazil, choosing a Legal Representative must be done with care. This is due to the broad powers granted by law, which allow the representative to act on behalf of the client and access strategic and confidential company information — in addition to the 'cross-risk' issue, where the representative’s personal liabilities may negatively affect the investor or company.
Trust & Personal Commitment
Unlike other firms in the sector, MP Legal’s partners act directly as Legal Representatives for our clients.
Security and Compliance
Our actions are precise and transparent, always bound by pre-defined powers of attorney, meaning that every action must be pre-authorized.
