Power of attorney for a foreign shareholder in Brazil: powers and safeguards

Summary

A foreign shareholder's power of attorney should appoint a Brazilian resident, state specific powers for tax, corporate and Central Bank matters, establish a clear term and be apostilled, translated and registered in Brazil.

Minimum structure of the power of attorney

The document should fully identify the principal and resident attorney-in-fact, define tax powers for CPF and CNPJ matters, corporate powers before Commercial Registries, foreign-exchange powers before the Central Bank, powers to receive service of process, its term and the Brazilian venue for disputes.

Frequent mistakes

Brazilian authorities often reject generic grants of all powers. Missing apostille or consular legalization is another common reason for rejection, followed by translations that were not prepared by a Brazilian sworn translator.

Frequently asked questions

Are electronic powers of attorney accepted?

Some authorities accept them, including the Federal Revenue Service through e-CAC. Corporate registrations may still require a physical, apostilled instrument.