When a foreign company expands into Brazil, it often needs more than the formation or capitalization of a local company. In many projects, the group also needs to relocate a trusted executive to Brazil to assume effective management powers and run the Brazilian operation.
Regulatory Resolution (RN) No. 11/2017 of the National Immigration Council (CNIg) governs a residence authorization specifically for this situation. It applies to an immigrant designated to act as a statutory company manager (administrador, a formally appointed corporate management officer), manager, director or executive with management powers in a company established in Brazil that receives foreign investment from a company, business group or conglomerate.
This arrangement differs from residence for individual investors under RN No. 13. Under RN No. 11, the foreign national receiving residence authorization need not own the funds invested. The capital may belong to the parent company, a foreign shareholder or another entity within the business group; the immigration basis combines foreign investment in the Brazilian company with the foreign professional’s appointment to a role involving actual management responsibilities.
Investment, corporate structure and immigration therefore need to be planned together. Having a Brazilian company and giving the foreign national the title of “director” or “executive” is not enough. The arrangement must satisfy both the investment requirements and the corporate law requirements for the role to be performed in Brazil.
When RN No. 11 is the appropriate category
RN No. 11 is particularly relevant to international expansion projects in which a foreign legal entity or business group invests in a company established in Brazil and intends to appoint a foreign professional to manage it.
Examples include a multinational that forms a Brazilian subsidiary and transfers an executive to lead the local operation; a foreign group that acquires or capitalizes a Brazilian company and appoints a trusted company manager; or a company already established in Brazil that receives new foreign investment and appoints a foreign officer with management powers.
The beneficiary may be a statutory company manager, manager, director or executive, but the job title alone is insufficient. The essential element is actual authority to manage and represent the company, consistent with the role formally assigned to the foreign national.
The professional need not hold an equity interest in the Brazilian company either. Unlike RN No. 13, this authorization does not depend on a personal investment by the immigrant. The foreign national may simply be the manager appointed by the investing entity or group.
The minimum foreign investment
The standard rule under RN No. 11 requires foreign investment of at least R$600,000.00 (Brazilian reais) for each statutory company manager, manager, director or executive designated.
The phrase “for each professional designated” matters. If the arrangement is intended to use the standard category for two foreign executives, for example, the required investment must be assessed by reference to the number of residence authorization beneficiaries, rather than simply the company’s total existing capital.
The regulations require evidence of a foreign exchange transaction carried out through an institution authorized to operate by the Central Bank of Brazil, identifying its purpose as foreign direct investment. It is therefore not enough for the articles of association (contrato social) to state a particular amount of capital, or for the company to hold sufficient assets in Brazil: the foreign investment supporting the authorization must actually have been made, with documentation consistent with the immigration arrangement.
Similarly, other financial flows between group companies should not be assumed to be equivalent to the investment required under RN No. 11. Loans, payments for services, advances and other transfers have their own legal and foreign exchange classifications. Where residence forms part of the project, the way in which capital enters Brazil must be structured to match the intended immigration basis.
The R$150,000 alternative requires job creation
RN No. 11 allows a second arrangement, with a minimum foreign investment of R$150,000.00 for each statutory company manager, manager, director or executive designated. This reduction, however, is not simply an option to invest less.
Use of this alternative is conditional on creating at least ten new jobs during the two years following the establishment of the company or the entry of the statutory company manager, manager, director or executive into Brazil, as applicable.
The practical consequence is significant. The company should not choose the R$150,000.00 threshold merely to reduce the capital needed for the initial filing if its business project cannot realistically create the required jobs. The employment commitment is an integral part of the arrangement justifying the reduced investment, and evidence of compliance may subsequently have to be provided to the immigration authority.
The choice between R$600,000.00 and R$150,000.00 should therefore be based on the actual business project. For a lean operation with no prospect of hiring ten new employees within the prescribed period, the reduced investment category may create an obligation incompatible with the business model itself.
The management role must be legally established
Investment alone is insufficient. The authorization is conditional on performance of the role assigned to the foreign national in minutes, articles of association or another corporate instrument duly registered with the competent authority.
This requires coordination with the Brazilian company’s corporate structure. The appointment procedure, the corporate body authorized to approve it, the term of office, the powers conferred and registration of the instrument must be consistent with the company’s legal form and the role actually performed.
A purely commercial title, without formal management powers, should not be confused with the status required under RN No. 11. A “country manager,” “CEO” or “director” under the group’s internal terminology may need a formal appointment to an appropriate corporate office for that position to have the necessary legal effect in Brazil.
Regulated sectors may require additional approvals. RN No. 11 itself provides, for example, for specific documentation for certain positions in companies supervised by the Superintendence of Private Insurance (SUSEP) and, for financial institutions and other institutions authorized to operate by the Central Bank, the regulator’s consent where applicable.
A foreign company manager is not the same as a foreign employee
The Ministry of Justice and Public Security (MJSP) classifies RN No. 11 as residence authorization for work purposes without an employment relationship in Brazil. This distinguishes it from categories intended for foreign nationals hired as employees by a Brazilian company.
The distinction must reflect the actual legal relationship. A foreign professional hired to perform subordinate work under an employment relationship should not be artificially classified as a company manager simply because RN No. 11 offers residence for an indefinite term or because the company has received foreign investment.
Similarly, the fact that an officer receives remuneration for the role does not automatically turn a corporate office into an employment relationship. Classification depends on the legal structure actually adopted, the management powers held and the way the work is performed.
Before the immigration application, it is therefore important to determine whether the foreign national will be an employee, a company manager appointed under the bylaws or articles of association, a representative, or a professional covered by another specific category. The answer determines not only the residence authorization, but also the corporate documents, remuneration, labor and social security obligations, and authority to act in dealings with third parties.
Corporate structure, investment and foreign exchange must be consistent
RN No. 11 is a clear example of an immigration procedure that cannot be handled in isolation. Authorization depends on legally relevant events and arrangements outside the immigration application itself: foreign investment, the recipient company’s corporate structure, and the foreign national’s appointment to the management role.
The Brazilian company must receive and correctly document the investment. The corporate instrument must confer powers on the foreign national that are consistent with the role. The foreign exchange documentation must show the nature of the incoming funds. And the documents submitted through MigranteWeb, the online system used for employment-related immigration applications, must present a consistent account of the legal arrangements.
Discrepancies between the investor identified in the documents, the recipient company, the foreign exchange flows, the ownership structure and the appointment instrument may lead to requests for further documentation or make the proposed category unavailable.
In international expansion transactions, immigration analysis should therefore inform the structure from the outset. Forming the company, transferring funds and appointing the executive before checking which RN applies may force the group to redo corporate instruments or restructure the investment flows.
How the residence application works
The application is reviewed by the General Coordination Office for Labor Immigration within the Ministry of Justice and Public Security and submitted electronically through MigranteWeb, together with the general documentation required by RN No. 01/2017 and the specific documents required by RN No. 11.
When the foreign national is abroad, the Brazilian company or institution seeking to bring that person to Brazil may apply for prior residence authorization. Following approval, the Ministry of Justice and Public Security forwards the information to the Ministry of Foreign Affairs (MRE), which makes it available to the designated consular post for the visa issuance stage.
When the person is already in Brazil and their circumstances allow an application for residence within the country, the company or institution and, under current administrative guidance, the visitor or immigrant themselves may act as applicants. After approval, the foreign national must complete immigration registration with the Federal Police.
The choice between prior residence authorization and an application made in Brazil should be settled before filing, as it affects the documentation, the sequence of administrative steps and the strategy for the executive’s entry into or continued stay in the country.
Residence is granted for an indefinite term but remains tied to the role and the investment conditions
Current Ministry of Justice guidance provides for residence for an indefinite term under RN No. 11. This does not, however, mean that the authorization becomes independent of the corporate arrangements on which its approval was based.
RN No. 11 itself makes authorization conditional on performance of the formally assigned role. In administrative practice, approvals under this category also state that, where applicable, evidence of a new appointment in minutes or articles of association must be submitted at the end of the term of office. For arrangements based on an investment of R$150,000.00, creating the ten new jobs is likewise one of the conditions supporting residence.
The National Immigration Registration Card (CRNM) has its own validity period, which should not be confused with the indefinite term of the authorization. When the card is replaced, the term of office is renewed or evidence of continuing immigration status is required, the company and the executive must be able to show that the management role remains legally valid and that, where applicable, the obligations undertaken in the application continue to be met.
Corporate instruments providing for short terms of office, frequent changes of company manager, group reorganizations, reductions in investment or failure to meet the job creation target therefore require attention. Residence for an indefinite term does not remove the need to maintain the basis on which it was granted.
What happens when the executive’s term of office or role ends
A foreign national’s departure from the role supporting residence under RN No. 11 may require an immigration reassessment. If there is a new appointment to the same position or another compatible role, the corporate instruments and the status recorded with the authorities must be updated as appropriate.
If the executive permanently leaves the company’s management, it should not be assumed that the authorization will continue to have the same effect without further analysis. The cessation of the basis for a residence authorization has legal significance and may require a change of immigration basis or other action before the new arrangement is fully in place.
This is particularly important for groups that rotate executives periodically. The corporate calendar, the company manager’s term of office and immigration status should be monitored together, so that an internal management change does not result in documentary or immigration irregularities.
Family reunification and tax residence
A company manager, director or executive who obtains residence under RN No. 11 may, in various circumstances, act as the sponsoring family member (chamante) for family reunification applications by a spouse, a partner in a legally recognized unmarried partnership, children or other relatives covered by the regulations. Family members have their own procedures, although these can be planned alongside the executive’s transfer.
Immigration authorization does not, by itself, resolve the question of tax residence either. An executive who relocates their life to Brazil may become a tax resident and need to consider remuneration, assets, equity interests and other income held or received abroad. In international executive transfers, tax analysis should accompany immigration planning whenever there is material exposure in more than one country.
Frequently asked questions about RN No. 11
Does the foreign executive need to invest their own money?
No. The investment supporting RN No. 11 is made by the company, business group or conglomerate in the company established in Brazil. The foreign beneficiary is the professional designated to perform the management role and need not personally own the capital invested.
What is the minimum investment?
The general rule requires foreign investment of at least R$600,000.00 for each statutory company manager, manager, director or executive designated. An alternative allows R$150,000.00 per appointee, linked to creating at least ten new jobs during the period specified in the regulations.
Must the company manager hold an equity interest in the Brazilian company?
No. RN No. 11 requires a formally assigned management role and foreign investment in the Brazilian company, but does not require the company manager personally to hold membership interests (quotas) or shares.
Is calling the foreign national a director in an employment contract enough?
No. This category is intended for a management role without an employment relationship and requires a proper corporate appointment. The terminology used internally by the group does not replace the legal powers and appointment instrument required to qualify.
Is residence granted for a fixed term?
No. Current Ministry of Justice guidance provides for residence for an indefinite term. Maintaining that status, however, remains linked to performance of the role and the other conditions supporting approval, including job creation when the reduced investment category is used.
Can the company designate more than one foreign executive?
Yes, provided that the corporate structure and investment satisfy the requirements applicable to each professional designated. As the minimum amount is set for each statutory company manager, manager, director or executive being brought to Brazil, the number of beneficiaries must be considered from the outset when structuring the investment.
Can the executive’s family obtain residence?
In various circumstances, yes. The principal holder’s residence may provide a basis for family reunification, subject to the qualifying relationships, documentation and requirements under the specific regulations.
Conclusion
RN No. 11 is not simply a “director’s visa.” It combines foreign investment, corporate structure and the actual exercise of management powers in a Brazilian company.
The investing company or group must demonstrate foreign capital sufficient for the number of professionals designated; the foreign national must be formally appointed to a management role; and the corporate, foreign exchange and immigration documentation must reflect the same transaction and arrangements.
For foreign groups forming, acquiring or expanding operations in Brazil, sound planning means treating the executive’s appointment as part of the investment structure itself. This reduces the risk that corporate decisions made before the immigration analysis will result in subsequent requests for further documentation, repeated work or incompatibilities.
How SCCM assists with transfers of company managers and executives to Brazil
SCCM Advogados advises foreign companies and groups on the coordinated structuring of residence authorization under RN No. 11, including analysis of the foreign investment, review of the corporate structure, appointment instruments, foreign exchange documentation and preparation of the application through MigranteWeb.
Where the transaction also involves forming or acquiring a Brazilian company, residence for family members, investment by the executive personally or the tax consequences of the international transfer, these matters can be coordinated within the same legal strategy.