Board of Officers

A Brazilian Corporation is legally represented by its Officers who do not necessarily need to be Shareholders. The Officers are entitled to represent the Company vis-à-vis third parties for all matters within the Corporation’s purposes, with due compliance with the limits established in the Bylaws. Internally, they are in charge of the management of the Corporation.

Division of Duties:  The Bylaws may require their joint signature or not for the performance of all or certain acts. The Bylaws may also establish different levels of control and may determine which matters require the Shareholders’ prior authorization, which do not, and can may even establish different quorums depending on the matter.

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The Corporation may also be represented by an attorney-in-fact (in Portuguese: “Procurador”), by means of the execution, by the Officers, of a Power-of-Attorney. Internally, each Officer may be assigned a specific area of responsibility (e.g. every day business, finances etc.). Even then, however, all of them stay obliged to supervise the actions of all others in order to prevent untenable management decisions. In publicly-held Corporations, one of the Officers must be designated the Investors Relation Officer and is responsible for providing information about the Corporation to the Brazilian Securities and Exchange Commission and the organized securities market where the Corporation's securities are traded.

Composition: A Brazilian Corporation must have at least 2 Officers (with no applicable maximum unless otherwise determined in the Bylaws). The Officers do not need to be Shareholders or Brazilian citizens, but they must always be individuals who hold a valid Brazilian Permanent Visa. If established, only 1/3 of the members of the Board of Directors (“BoD”) can also be elected Officers.

Appointment/Dismissal Competence: Officers may be appointed by way of a Shareholders’ Resolution (please see required quorum in the step-by-step below) at a General Meeting (“GM”).  The Bylaws or Shareholders’ Agreement may also provide for nomination rights of certain Shareholders. In the event the Corporation has a BoD, Officers must be appointed by a resolution of the Board of Directors. Dismissal of Officers may be achieved through a Shareholders’ or a Board of Directors’ Resolution depending on how the Officer was appointed. Generally, Officers nominated by individual Shareholders (or by BoD members nominated by individual Shareholder) may usually also be dismissed by such Shareholders upon free discretion. Officers may be elected for a maximum term of 3 years, and re-election is allowed.

Alternates: N/A.

Appointment (if a Board of Directors is established)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

No.

In accordance with the provisions of the Bylaws.

Yes.

No.

Yes, if all BoD members attend the Meeting.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by all BoD members. Copy of the Minutes to be signed by the Chairman and Secretary of the Meeting.

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

Yes.

No.

No (unless otherwise provided for in the Bylaws).
3

Investiture of the Officer.

(i) Clearance Statement;

(ii) Term of Investiture.

Yes, by each of the appointed Officers.

On the date of the BoD Meeting.

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

No.

No.

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

(iii) Clearance Statement;

(iv) Copy of personal documents of the Officer.

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 BoD Meeting.

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.

Communication to additional agencies might be required depending on the licenses the Company carries on.
1
Step 1
As set out in the Bylaws
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-20 days

0-20 days*

*Physical meeting and translations (if needed) may take additional time.
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Appointment (if no Board of Directors is established)
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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).

Shareholders must sign the Book of Attendance of Shareholders.
3

Investiture of the Officer.

(i) Clearance Statement;

(ii) Term of Investiture.

Yes, by each of the appointed Officers.

On the date of the GM.

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

No.

No.

The date of the appointment shall be the date on which the Officers start working at the Corporation to avoid Labor liability.
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 Officer.

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.

Communication to additional agencies might be required depending on the licenses the Company carries on.
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 is possible if Step 1 is waived.

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

Convening of BoD Meeting.

Convening notice.

No.

In accordance with the provisions of the Bylaws.

Yes.

No.

Yes, if all BoD members attend the Meeting.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by all BoD members.

Copy of the Minutes to be signed by the Chairman and Secretary of the Meeting.

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 Officers stop working at the Corporation to avoid Labor liability.

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

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. Communication to additional agencies might be required depending on the licenses the Corporation carries on.
1
Step 1
As set out in the Bylaws
2
Step 2
0 days
3
Step 3
0-20 days

0-20 days*

*Physical meeting and translations (if needed) may take additional time.
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Dismissal (if no Board of Directors is established)
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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 Meeting.

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 Officers stop working at the Corporation to avoid Labor liability.

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

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.

Communication to additional agencies might be required depending on the licenses the Corporation carries on.
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 is possible if Step 1 is waived.

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