Brazil is a global top ten biggest economy and one of the most profitable places to run business. However, it is somewhat tricky in terms of regulations and bureaucracy. We have been deeply involved in assisting successful foreigner companies go through the challenges by providing them with the following paralegal portfolio
Legal Representative (Attorney-in-fact) …
Resident Director (Legal Administrator) …
Business set up…
File keeper…
International bid…
PEO / EOR – Professional Employer Organization / Employer of Record
1. Legal Representative (Attorney-in-fact)
1.1. Why
Every non-national Entity or Individual needs a Legal Representative (Legal Rep or LR) to set up business and/or engage in any formal negotiation in the Brazilian territory. A Legal Representative works as an Attorney-In-Fact (AIF), or GRANTEE having the authority to sign / commit on behalf of its GRANTOR according to the powers granted in a Power of Attorney (POA)
1.2. What
As an Attorney-in-fact we work on behalf of the GRANTOR in different situations, such as
Setting up business
Representing GRANTOR in shareholders meetings, board meetings
Representing GRANTOR in an International Bids (Public Procurement)
Representing GRANTOR to Buy and Sell assets located in the
Brazilian Territory
Registering products and process before Brazilian regulators
Appearing before Brazilian Public Entities and Authorities
1.3. How we provide Legal Representativeness
Except when demanded by Public Authorities (ex.: Judge / Prosecutor), we always ask for GRANTOR´s approval before any action we take on his/her/it’s behalf;
First, GRANTOR and GRANTEE execute a ‘Service Agreement” formalizing the terms and conditions for providing ‘Legal Representativeness’ on behalf of the GRANTOR;
Second, GRANTOR issues a power of attorney or proxy, giving the required legal permission to the GRANTEE.
Third, upon GRANTOR´s request, GRANTEE performs the actions listed in the Service Agreement combined with the powers specified in the Power of Attorney (POA);
1.4. Who can do it
For most of the cases, any person holding Brazilian Civil Rights can serve as an Attorney-In-fact for a foreigner GRANTOR, without the need of specific formal education or bachelor’s degree. However, there are some specific duties where the GRANTEE must be a Lawyer duly registered with local BAR.
1.5. More…
2. Resident Director or Legal Administrator
2.1. Why
Brazilian Corporate and Civil Laws require that every Legal Entities, profitable or not, established according to the Local regulations, need to publicly appoint one or more Resident Director (RD) or Legal Administrator or Local Officer that is legally responsible for the operations of the Entity and its Business
2.2. What
As an appointed Resident Director (Local Officer) we can serve your business purpose acting as
Solely Director / Officer
Jointly Director / Officer
Member of Managing Board
Member of Audit / Fiscal Board
2.3. How
First, the Investor and we (PRINCIPAL and CONTRACTOR) execute a ‘Service Agreement” formalizing the terms and conditions for providing “Directorship” to its investee (on behalf of Investor);
Second, a natural person or individual (representing the CONTRACTOR) is publicly appointed for the office role (and invested in the office / function). This appointment can be done directly thru the Bylaw, Articles of Incorporation / Association (AOA) and or Deed of Incorporation or in a separated document filed with the local ‘registrar’ departments. Brazilian Laws requires that ‘Directors’ minimum duties be stated in the instrument of incorporation (bylaw, AOA, etc); authority position level can be set aside of incorporation / foundation documents (ex.: in the “directorship’ service agreement’ negotiated between the PRINCIPAL and CONTRACTOR mentioned above). Normally we state that all biding signatures and payments must be previously approved by Investor, no matter what is publicly stated in the Instrument of Incorporation
Third, the person from our team, appointed as Resident Direct / Local Officer, etc., performs the legal management of the Entity or the duties appointed thereof, based on what is listed in the bylaw, AOA, Deed and especially in accordance with the Position Authority Level agreed on the ‘Directorship’ Service Agreement.
2.4. Who can do it
For most of the cases, any person holding Brazilian Civil Rights can serve as a Resident Director / Member of a board for Brazilian Subsidiary controlled by foreigner Investors. However, there are some specific duties where the appointed person must be a Lawyer, CPA, Business Administrator, etc duly registered with the corresponding Regulatory Council of the Profession (ex.: BAR)
3. Business set up (newco formation)
3.1. Why
Foreigner Entities can enter their products / services in Brazil thru setting up its own Permanent Establishment (PE), thru an Authorized Agent, Distributor, or having someone employed thru a local PEO (Permanent Establishment Operator) / EOR (Employer of Records)
Regarding a Permanent Establishment, and or Employer of Records, Brazilian rules are aligned with the OECD definitions. In other words, a Permanent Establishment represents a physical presence in a foreign country where a business conducts its operations. This concept plays significant role in aspects related to local and cross border taxation of business profits operating in more than one Country or International Jurisdiction.
3.2. What
Our team have nearly 25 years’ experience providing paralegal service for setting up entities and secretariat services for subsidiaries of foreigner Investors. We can assist you in the following demands
Setting up new company (newco)
Amending Bylaws, Articles of Association / Incorporation
Shutting down entities
Registering foreigner providers and their products before Brazilian Regulators (Agencies)
Registering controlled products before regulators (Agencies)
Registering assets before the corresponding Bureau
…
3.3. How
First, there will be a Service Agreement, set between PRINCIPAL and CONTRACTOR, detailing with the terms and conditions of the service to be provided
Second, the CONTRACTOR will issue a POA to a GRANTEE (our team) with specific power aligned to the subject of the Service Agreement
Based on the purpose of the Service Agreement, we will act before the corresponding Bureaus performing the necessary diligences and procedures to fulfill CONTRACTOR`s demands
3.4. Who can do it
According to the Brazilian legal environment most of the paralegal demands can be executed by no specific accredited professional. However, as an example, some specific actions like preparing bylaw, AOA or any sort of Contracts is reserved only for lawyers duly registered with the BAR
3.5. Others
4. File Keeper
4.1. Why
When ending business operations in Brazil the Entity must PUBLICALY appoint a business transactions record keeper (file keeper) to guard, and preserve the integrity, of its operation´s documents for the FIVE following years. The purpose is to maintain, open to the Public Authorities, the access to all paperwork
4.2. What
Concerning the keeping of the files service, our team can be appointed as
File keeper before the Commercial Boards (profitable entities)
File keeper before the Notary of Non-commercial entities (non-profitable entities)
File keeper before Public Procurement (international bid with non-resident provider)
4.3. How
First, there will be a Service Agreement, set between PRINCIPAL and CONTRACTOR, detailing the terms and conditions of the service to be provided.
Second, the Contracted Party will be publicly appointed as File Keeper before the corresponding Bureau of Public Authorities
Third, the Contracted Party will act according to the terms of Service Agreement, providing, the information and documentation, to the relating Public Authority (when demanded)
Fourth, the Contracted Party will report to PRINCIPAL about the demands raised by the Public Authorities
4.4. Who can do it
According to the Brazilian existing rules, any person holding valid Brazilian Civil Rights can be entitled to be a file keeper for an entity´s documentation.
4.5. Others
5. PEO / EOR – Professional Employer Organization / Employer of Records
5.1. Why
Due to the complex Brazilian business regulations, many companies choose to use a local Professional Employer Organization (PEO) or Employer of Records (EOR) to survey the market before deciding about setting up a permanent establishment or subsidiary in Brazil.
5.2. What
Our PEO / EOR structures have been providing services to fulfill demands of Country product / brand manager
Sales team
Technical assistants
Ground level workers
5.3. How
First, after an estimate being approved, there will be a Service Agreement, set between PRINCIPAL and CONTRACTOR, detailing the terms and conditions of the service to be provided
Second, the CONTRACTOR will incorporate the people appointed by the PRINCIPAL
Third, in regular basis, the CONTRACTOR will report to the PRINCIPAL the corresponding PEO costs and the ways to liquidate them. This is done up to the end of the contract and/or whenever there is a new fee.
5.4. Who can do it
Any regularly registered entity complying with local rules can be used as a Professional Employment Operator (PEO) and or as an Employer of Records (EOR) for foreign CONTRACTING PARTY
5.5. Others
6. International Bids
6.1. Why
The Brazilian Public Procurement market represent around USD 7 billion per year in items related to goods, services, and workers. The Brazilian Public Procurement market is comparable to that of a typical OECD Country. International bidding allows suppliers to access new markets and expand their customer base. Winning contracts in different countries can lead to increased revenue and business growth.
6.2. What
By assisting local clients in Brazilian Public Procurement for more than two decades, our experience entitles us to provide the following services
Registration of the supplier and its products with the bidding agency
Reading and analysis of the public consultation
Reading and analysis of the procurement notice
Assessment of compliance of the proposal
Representing supplier at the time of the auction
…
6.3. How
First, after our estimate is agreed upon there will be a ‘Service Agreement”, set between PRINCIPAL and CONTRACTOR formalizing the terms and conditions for providing ‘Bidding related services’
Second, the PRINCIPAL will issue a power of attorney or proxy, giving the required authorities to the GRANTEE;
Third, the CONTRACTOR and the PRINCIPAL will work conjunctively during the timeline of the Bidding for Public Procurement. At the ‘bidding session’ the GRANTEE will do the tasks according to his commitment before the GRANTOR and Procurement Notice´s compliance requirement;
6.4. Who can do it
Any person holding Brazilian Civil Rights can serve as an Attorney-In-fact for a foreigner PROVIDER, without the need of specific formal education or bachelor’s degree. However it is highly recommended that someone having skills related to the subject of the bid be part of the sales team via Public Procurement
6.5. Others
