Advances in legislation reflect reliance on foreign investment
Brazil has offered, during 2022, legislative conditions favorable to the recovery of the economy, especially with foreign resources and capital. Foreign investors and companies were able to open new businesses, as well as expand their activities in our country, exploiting existing potential (large consumer market, dollar appreciation, reduction of bureaucracy and tax incentives). It was announced in early 2023 that the stock exchange (B3) recorded a record in foreign investment inflow, exceeding R$100 billion.
Therefore, foreigners seek legal advice to structure their businesses, so as to allow for greater capital protection. Here, the Corporations (S.As.) gain importance, as a more effective control of the corporate management by non-resident shareholders has been made possible.
The Brazilian Law on Companies (LSA) has received changes with the legal framework for startups (Law 14.195/2021), starting to authorize the management of companies by directors resident or domiciled abroad, which was previously only granted to members of the Advice.
Section 146 of the LSA did not permit the appointment of non-resident directors. With the new wording this restriction has been removed. Furthermore, the use of the appropriate terminology “director resident or domiciled abroad” allows us to affirm that the aforementioned legal criterion includes both the positions of director and director, pursuant to art. 145.
Furthermore, to give greater security to the matter, the National Department for the Registration and Integration of Companies (Drei) has issued the Regulatory Instruction n. 112/2022, which in article 13 reads: Brazil for the office of director (member of the board of directors) in a company, the mandate will be conditional on the appointment of a representative resident in the country, pursuant to § 2, of article 146, of the law n.º 6,404 , of December 15, 1976?. This agreement has also become applicable to limited liability companies, including large ones.
The legal representative must have the right to receive summons for at least three years after the expiry of the mandate. In the case of publicly traded companies, they must be granted powers to act with the Securities and Exchange Commission (CVM).
These are remarkable advances that reflect the needs of the capital market society, whose strength still depends on foreign investment to consolidate.
* They are, respectively, partners of Passinato & Graebin; and partner of Passinato & Graebin and professor of M&A and Arbitration
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Source: Terra
Camila Luna is a writer at Gossipify, where she covers the latest movies and television series. With a passion for all things entertainment, Camila brings her unique perspective to her writing and offers readers an inside look at the industry. Camila is a graduate from the University of California, Los Angeles (UCLA) with a degree in English and is also a avid movie watcher.
