A Brazilian limited liability company (sociedade limitada) may appoint an administrator who resides outside Brazil. The DREI Manual for the Registration of Limited Liability Companies expressly allows this. To register the appointment, however, the company must observe the corporate rules governing the designation and appoint a representative resident in Brazil.

What the commercial registry requires

Annex IV to DREI Normative Instruction No. 81/2020 states that administrators of limited liability companies may reside abroad. In that case, the company must attach to the registration filing, or register separately, a power of attorney granted to the administrator’s representative in Brazil. The representative must be authorized to receive service of process and notices in judicial actions or administrative proceedings for at least three years after the end of the administrator’s term.

Article 12 of the same instruction also requires a natural person resident abroad who is an administrator or shareholder of a business company to grant a power of attorney to a representative in Brazil, subject to the rules applicable to the corporate form. The current wording of the manual, introduced by DREI Normative Instruction No. 1/2024, expressly confirms the possibility for a sociedade limitada.

Appointment and corporate documents

Residence abroad does not dispense with the formalities for appointing an administrator. The appointment may be made in the articles of association or in a separate corporate act, depending on the company’s structure. The company must check who has authority to approve it, the applicable voting thresholds, the appointee’s particulars, management powers and the documents required by the relevant Commercial Registry. An administrator who is not a shareholder is subject to specific appointment requirements.

The power of attorney granted to a representative resident in Brazil does not replace the appointment or, by itself, make that representative an administrator. For registration purposes, its role is to provide the powers required by the regulation to receive official communications on behalf of the administrator resident abroad.

Corporations Law and supplementary application

Law No. 14,195/2021 amended Article 146 of Brazil’s Corporations Law, allowing an administrator resident or domiciled abroad to take office if a representative resident in Brazil is appointed. DREI incorporated rules on representatives and clarified the position of limited liability companies in its registration manual.

A sociedade limitada may provide in its articles of association for supplementary application of the Corporations Law where appropriate. That clause should not, however, be presented as a general prerequisite for its administrator to reside abroad: the Manual for the Registration of Limited Liability Companies already expressly permits this. The specific management structure, including any board, must be assessed under the company’s documents and the applicable rules.

Immigration residence is a separate question

Being able to manage a company while residing abroad is not the same as holding authorization to reside in Brazil. If the professional intends to move to Brazil and work there in person, the immigration route requires a separate assessment. See also our guide to residence for foreign company administrators, directors and executives in Brazil.

Official sources

General information verified in October 2026. The documents required and the effects of an appointment depend on the circumstances of each case.