terça-feira, 20 de novembro de 2012

Reader asks: Can a Foreigner be the administrator of a Brazilian company?


Bom dia. 

Can an American with a pedido de permanência (permanent visa request filed) and a carteira de trabalho (a Brazilian work document)  assinada (signed by and employer) open an S.A. in Brazil on behalf of an American company?

Jack Sparrow

Dear Jack Sparrow,

Thank you for the message.

You may be a partner (shareholder) of the company, or act as a representative to the foreign partners.
However, before your permanent visa is actually granted, you cannot act as an administrator (director) of the company.  (By the way, you also shouldn't be able to work before the visa is granted. How come you already have a work document ["carteira de trabalho"]?)

If your pedido de permanência were derived from marriage, the situation would be a little uncertain (the receipt of the request, in case of marriage, grants some special rights). But, being conservative,  I'd still say that you wouldn't be able to be an administrator until the permanent visa is definitively issued.
At the end of the day, I believe your worries are unfounded.

The most usual solution for this situation is to hire a local accountant, lawyer or executive (with a business major) to act as a provisional administrator, while you, as the foreign partner's representative, would retain the powers to approve the administrator's decisions on the most relevant subject.
Please share your plans with me, so that I can offer you better guidance.

 I stress that you need a lawyer or an accountant to help you with this operation, since the help of either of them is mandatory when incorporation a new company.

 Many foreigners are prone to doing things by themselves in Brazil, which is not always possible, and never advisable. (I know that this advice may seem a little biased, but you will have to trust the all the other foreigners writing about this at internet forums like gringoes.com, etc.)
Thanks.  However, I would be able to be hired as the general manager if I have work authorization in Brazil, correct?
Jack Sparrow

Dear Jack,

Not exactly.

Your work authorization is valid exclusively for the company that hired you first. You would have to apply for a change of employer before becoming the administrator of a company (this is my interpretation of the law. I do recognize that the Commercial Registry might miss this detail and end up allowing you as an administrator. But this could later be considered as reason to cancel your visa).

If the investment is of at least 600 thousand Brazilian Reais, you can obtain a Director's Visa, which is a kind of permanent Visa.  This route is faster and more certain.


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