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Board of Directors and Legal Representation: key points

The Board of Directors plays a fundamental role in the strategic decisions of companies, acting in line with the interests of the institution and supervising the activities of the management, while also serving as a communication link between the directors and the shareholders.

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The legal representation of a foreign member of the Board of Directors in a Brazilian Limited Liability Corporation is an essential process. The foreign board member, who is an individual of foreign nationality, becomes part of the company as a board member. However, due to their foreign nationality, they require a legal representative to sign board meeting minutes on their behalf.

This legal representation is established through a power of attorney issued by the foreign member, granting the legal representative the authority to sign board meeting minutes and receive legal notices on their behalf. This is a common practice in this context.

The Brazilian company holds regular meetings, at which the legal representative of the foreign member signs the minutes on behalf of the latter, always with the board member’s own approval. The workflow usually involves the client’s lawyer in Brazil informing the legal representative of a pending resolution, which must be signed on behalf of the foreign member. After the deliberation, the legal representative signs the minutes, and the document is submitted to the corresponding public body to formalize the decision taken.

It is important to note that, according to the Corporations Law, powers of attorney for board members are valid for up to three years after the end of that board member’s term of office, providing continuity of proper legal representation.

Administrator’s Representative

When the company administrator is a foreigner who does not have a visa or is a Brazilian who wishes to delegate the signing of documents in order to concentrate on other activities, an attorney-in-fact is appointed to act on their behalf.

In the case of a Brazilian, they issue an authorization in Brazil, indicating that they authorize a specific individual to act as a representative on behalf of the company. This authorization is formalized with a power of attorney that clearly outlines the powers granted to the representative and complies with the administrator’s responsibilities as stipulated in the Brazilian company’s articles of association.

When the administrator is a foreign, the corresponding representative is issued abroad. As the previous case, the powers granted to the representative are strictly defined and do not allow the representative to grant third parties powers that have not been conferred upon them.

The representative typically has a medium-term validity of one year, ensuring compliance with regulations and proper continuity of legal representation.

At Pryor Global, we act as legal representatives for both legal entities and their respective representatives in all necessary spheres. With over 27 years in the market, we operate in compliance with the specific regulations and statutes of each of our clients.

Contact us and find out how we can assist you!

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