Who’s in Charge of a Brazilian Corporation

Managing a Brazilian corporation (S.A.) is the responsibility of four different administrative bodies. These bodies are the Assembleia Geral, Conselho de Administração, Diretoria, and Conselho Fiscal. Here’s a brief overview of each of them.

Assembleia Geral is the general term used to describe a meeting of the shareholders. Similar to US law, there are two types: regular meetings and special meetings. Regular meetings are held annually (by the end of April) to review finances, allocate profits, and elect administrators. All other decisions are taken at special meetings held at any time during the year.

Conselho de Administração is the executive committee responsible for providing general business direction and supervising management. There must be at least three members on the committee, and the term of their office can’t exceed three years. However, they can be reelected after their term. Publicly traded companies are required by law to have an executive committee.

Diretoria is the board of directors. The board is responsible for making business decisions on behalf of the company. As of September 2021, a Brazilian corporation is allowed to have a single director.

Conselho Fiscal is the finance committee. This committee is mandatory and is responsible for supervising the company’s compliance with financial matters. The committee is composed of three to five members, all of whom must be residents in Brazil.

Designing the management structure for a Brazilian corporation requires significant forethought. Make sure you’re working with knowledgeable legal counsel so you can implement a structure that’s appropriate for your business.