Who’s the Administrator and Legal Representative?

A person or foreign company that wants to form an entity in Brazil must appoint both an administrator and a legal representative. While the same individual may perform both roles, it’s still important to understand the differences between the two.

Legal Representative

A legal representative is someone who acts on behalf of a foreign individual or legal entity. Brazilian authorities require that the legal representative be a resident and have powers to receive service of process and other formal notifications.

Normally, a power of attorney is granted to a legal representative. Then, the legal representative is identified in the preamble of the company’s articles of incorporation filed with the Trade Board.

A legal representative is also required to obtain a Brazilian Tax ID number (CPF or CNPJ) with the Receita Federal.

Administrator

The administrator is an individual appointed to act on behalf of the Brazilian company (as opposed to the individual shareholders). The job of the administrator is to represent and manage the business of the company.

The appointment and powers of an administrator are generally included in the company’s articles of incorporation filed with the Trade Board. Alternatively, the company can list an administrator’s powers in a separate resolution.

As you can see, the differences between a legal representative and an administrator are really straightforward. One represents the individual shareholder(s) and the other represents the company. Just make sure the people you choose for the roles are trustworthy and reliable. Otherwise, you can expect to find yourself in real legal and financial troubles.