Attorney-in-fact
The appointment of a resident attorney-in-fact is a statutory requirement. At MP, however, complying with the law is only the starting point.
We represent foreign companies and shareholders with the level of engagement investors actually expect: proactive and strategic, from the very first steps of their operations in Brazil.
CNPJ Registration
A resident attorney-in-fact is required for a foreign entity to obtain a CNPJ (tax ID) and formally operate in Brazil (e.g., as a partner, investor, or contractor).
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:
Investors
Appointing a resident attorney-in-fact allows a foreign company to act as a partner or shareholder in a Brazilian Limited Liability Company (Ltda.) or Corporation (S.A.).
Mandate under the Power of Attorney:
Receive service of process in lawsuits filed against the shareholder under the Brazilian Corporations Law.
Fundamento Jurídico:
Art. 119 of Law No. 6.404/1976 (“Brazilian Corporations Law”).
Although there is no specific statutory requirement for limited liability companies (Ltda.), this obligation is extended to them by administrative practice (e.g., item 3 of the Non-resident Declaratory Register – CDNR Manual.
Officers
Appointing a resident attorney-in-fact is required for any officer or member of the board residing abroad to assume office.
Mandate under the Power of Attorney:
Receive service of process under corporate law — and, for publicly held corporations (companhias abertas), receive notices and subpoenas in administrative proceedings before the CVM (the Brazilian SEC) for at least three years after the end of their term.
Legal Basis:
Art. 146, § 2 of Law No. 6.404/1976 (“Brazilian Corporations Law”).
Although not expressly required for limited liability companies (Ltda.), this obligation is extended to them by administrative practice (e.g., item 1.5 of Annex IV to DREI Normative Instruction No. 81/2020).
Branch Registration
Appointing a resident attorney-in-fact is a condition for the regular operation of a branch ('filial'/'sucursal') of a foreign company in Brazil.
Mandate under the Power of Attorney:
Broad authority for representation and management, expressly set out in the power of attorney, with authority to resolve any matters and accept service of process on the company’s behalf.
Fundamento Jurídico:
Financing & Guarantees
The resident attorney-in-fact enables the local execution of loan agreements, guarantees, notices, and other documents required by financial institutions and Brazilian counterparties.
Mandate under the Power of Attorney:
Execute agreements, provide guarantees, establish liens, sign public or private instruments, and perform all acts necessary for the transaction (as defined by the deal structure).
Legal Basis:
Not a statutory obligation, but a widely adopted market practice among creditors and financial institutions.
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:
When You Need to Appoint an Attorney-in-Fact in Brazil
Appointing a resident attorney-in-fact is required by law in several cases and is also adopted as best practice in complex or financially sensitive operations.
Appointing an MP Legal Partner as Your Attorney-in-Fact
Here’s what your company needs to provide so an MP Legal partner can act as your attorney-in-fact and enable the incorporation of a new Brazilian company.
IDENTIFICATION
2h - 24h
Identify the non-resident shareholders and officers for the Brazilian operation.
POWER OF ATTORNEY
24h - 72h
Execution of a power of attorney with specific powers for representation in Brazil.
APOSTILLE
3d - 7d
The power of attorney must be apostilled in the country of origin under the Hague Convention for it to be valid in Brazil.
TRADUÇÃO
24h - 72h
TRANSLATION
24h - 72h
Certified (sworn) translation of the power of attorney for official use in Brazil. Waived if executed in bilingual (two-column) format including Portuguese.
EMISSÃO CPF / CNPJ
3d - 7d
CPF / CNPJ ISSUANCE
3d - 7d
Issuance of the CPF (individual taxpayer ID) or CNPJ (corporate taxpayer ID) for the represented party — a required step to act as shareholder or officer in Brazil.
INCORPORAÇÃO
7d - 14d
INCORPORATION
7d - 14d
With all prerequisites completed, we coordinate the incorporation of the Brazilian company on the client’s behalf.
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.
