A limited liability company is the
corporate structure mostly adopted by Brazilian companies.
A limited liability company may be
managed by one or more persons, partners, or not, Brazilian
citizens or foreigners. The manager must always be an individual
with residence in Brazil.
If the partners appoint a foreign
manager, who is not a partner, this person will need a Brazilian
permanent visa with authorization to act as manager of a specific
company, which will be issued by the Brazilian Labor Ministry. For
the issuance of this type of visa, the requirements are currently
the following: (i) a foreign investment in the company in the
amount of at least R$ 600,000, paid in by the partners, for each
foreign citizen indicated for the position of manager of the
company; or (ii) a foreign investment in the company in the amount
of R$ 150,000, paid in by the partners as well as the commitment of
the company to hire, within the next two years, 10 Brazilian
employees (there are specific documents and information on this
commitment which will need to be prepared by the company and will
be analyzed by the Labor Ministry). In addition, other documents
and forms need to be presented in order to obtain the permanent
If the company has more than one
manager, their joint signature may be required for the performance
of all or certain acts. The Articles of Association may establish
different levels of control for the company and may determine which
matters depend on the partners' prior authorization, which
matters do not depend on such authorization, and even different
quorums depending on the matter.
The manager will be in charge of the
company's management and representation. The manager will be
entitled to validly bind the company and perform management acts
within the company's purposes, with due compliance with the
limits established in the Articles of Association.
In order to limit the manager's
powers, the partners may establish restrictions to the
manager's acts by requiring that for certain acts, the prior
and express approval of the partners will be necessary. Some common
limitations are, among others, the sale, purchase, and/or
encumbrance of assets of a certain value; bank loans or debt
confessions; and the signature of certain agreements with a value
above a fixed amount determined by the partners.
As a general rule, managers are not
liable for acts performed within the regular course of business and
in accordance with the law and the company's Articles of
Association, whereas the company is liable for acts performed by
its managers within the limits of their management powers.
It should be stressed that any
violation of any law by the manager will entail civil liability for
losses caused to the company, in addition to criminal liability, if
applicable to the case.
Even though important doctrinal
sources have expressed the understanding that the restrictions
imposed on management powers, as set out in the Articles of
Association duly filed with the competent registry of companies,
are also imposed on third parties negotiating with the company, the
doctrine understands that due to the apparent authority theory, the
company shall be jointly liable for any acts performed by its
managers even if they were performed with abusive, or misuse of,
powers or even in violation of any legal provision.
For this reason, if the current
articles of association impose clear limits on the manager's
powers, the third party contracting with the company shall observe
the rules in this corporate document for the business to be
Luciana M. Cossermelli Tornovsky is a partner in the Corporate
/ M&A practice at Demarest e Almeida Advogados.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
Specific Questions relating to this article should be addressed directly to the author.
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