Board of Directors

The Board of Directors (“BoD”) is a collective supervisory and decision-making body which is mandatory in publicly-held and authorized-capital Corporations and optional in private Corporations.

Duties: The BoD has a supervisory nature. The BoD is the competent body to, among other functions, elect and dismiss Officers; monitor the acts performed by the Officers; appoint the independent accountants, if necessary; authorize the sale of permanent assets and offering of guarantees to third parties; and discuss the management report and the Board of Officers' accounts. The quorum for BoD resolutions shall be the majority vote, but the Bylaws may establish a different quorum for some matters.

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Composition: A Brazilian Corporation must have at least 3 BoD members (with no applicable maximum unless otherwise determined in the Bylaws). The BoD members must be individuals and they are not required to be Brazilian residents. Non-resident BoD members must appoint a representative who is a Brazilian resident to receive service of process in legal proceedings in the event of judicial proceedings arising from applicable corporate laws in Brazil. Only 1/3 of the BoD members can also be elected Officers.

Appointment/Dismissal Competence: BoD members are appointed by way of a Shareholders’ Resolution at a General Meeting (“GM”).  The Bylaws or Shareholders’ Agreement may also provide for nomination rights of certain Shareholders. Dismissal of BoD members may be achieved through a Shareholders’ Resolution. Generally, BoD members nominated by individual Shareholders may usually also be dismissed by such Shareholders upon free discretion. BoD members may be elected for a maximum term of 3 years, and re-election is allowed.

Alternates: Election of alternates must follow same formalities as the election of BoD members.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

If a Closely Held Corporation, at least 8 calendar days prior to the GM (in first call) and 5 calendar  days (in second call) (unless the Bylaws requires a different notice period).

If a Publicly Held Corporation, at least 15 calendar days prior to the GM (in first call) and 8 calendar days (in second call) (unless the Bylaws requires a different notice period).

Yes.

No.

Yes, if all Shareholders attend the GM.

The convening notice shall be published in 3 editions, in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation. The publication of the first edition shall observe the timing set forth in this Step 1.
2

GM.

Minutes of the GM.

Yes, to be signed by all Shareholders. Copy of the Minutes to be signed by the Chairman and Secretary of the GM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No (unless otherwise provided for in the Bylaws).

The Shareholders must sign the Book of Attendance of Shareholders.
3

Investiture of the BoD member.

(i) Clearance Statement;

(ii) Term of Investiture.

Yes, by each of the appointed BoD members.

On the date of the GM.

Yes, the signed Term of Investiture must be kept in the Book of Registry of Minutes of the BoD Meeting.

No.

No.

The date of the appointment shall be the date on which the BoD members starts working at the Corporation to avoid Labor liability.

If the BoD member resides out of Brazil, he must appoint a representative with powers to receive Service of Process on his behalf.
4

Filing of appointment with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Minutes of the GM;

(iii) Clearance Statement;

(iv) Copy of personal documents of the BoD member.

Yes, application form to be signed by the Officer or the Shareholders (or an authorized representative).

Within 20 calendar days as from the date of the GM.

Yes.

No, although certain Boards of Commerce (depending on the State the Corporation is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.
1
Step 1
>8 (or 15) days*
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-20 days

0-28 (or 35) days**

*However, less than 8 (or 15) days possible.

**Physical meeting and translations (if needed) may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

If a Closely Held Corporation, at least 8 calendar days prior to the GM (in first call) and 5 calendar  days (in second call) (unless the Bylaws requires a different notice period).

If a Publicly Held Corporation, at least 15 calendar days prior to the GM (in first call) and 8 calendar days  (in second call) (unless the Bylaws requires a different notice period).

Yes.

No.

Yes, if all Shareholders attend the GM.

The convening notice shall be published in 3 editions, in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation. The publication of the first edition shall observe the timing set forth in this Step 1.
2

GM.

Minutes of the GM.

Yes, to be signed by all Shareholders. Copy of the Minutes to be signed by the Chairman and Secretary of the GM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No (unless otherwise provided for in the Bylaws).

The date of the dismissal shall be the date on which the BoD member stops working at the Corporation to avoid Labor liability.

In the event the BoD member resigns from his position, he shall  present a Resignation Letter to the Corporation.

The Shareholders must sign the Book of Attendance of Shareholders.
3

Filing of dismissal with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Minutes of the GM; and

(iv) Resignation Letter (if any).

Yes, application form to be signed by the Officer or the Shareholders (or an authorized representative).

Within 20 calendar days as from the date of the GM.

Yes.

No, although certain Boards of Commerce (depending on the State the Corporation is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.
1
Step 1
>8 (or 15) days*
2
Step 2
0 days
3
Step 3
0-20 days

0-28 (or 35) days**

*However, less than 8 (or 15) days possible.

**Physical meeting and translations (if needed) may take additional time.
Download/print Checklist