ID Exchange of Brazil
Brazil removed its residency requirement for board directors in 2021. The market is now open to non-resident directors as a matter of law, and most of the world has not noticed.
Brazilian governance runs on listing segments rather than on a single national code: a company chooses how much governance to accept by choosing where on B3 it lists, and Novo Mercado — the top segment — requires one share one vote, a minimum proportion of independent directors and a separated chair and chief executive. Alongside the board sits the conselho fiscal, a shareholder-elected control organ with no equivalent in Anglo-American governance. Since Law 14.195/2021 a director of the board need no longer reside in Brazil, which converted a closed market into an open one overnight.
- ~370
- Companies listed on B3
- 2 or 20%
- Independent directors required on Novo Mercado, whichever is greater
- 2021
- Year the residency requirement for board directors was removed
Can a foreign director sit on a board here?
Since Law 14.195/2021 a non-resident may serve on the board of directors. The requirement is a Brazilian-resident attorney-in-fact to receive service of process, not residence by the director.
- Residency test
- None on a board of directors member, provided a representative resident in Brazil is appointed to receive service of process on the director's behalf, with a power of attorney valid for at least three years after the end of the term. Members of the diretoria (executive board) must still reside in Brazil.
- Nationality test
- None.
- Work authorisation
- A non-resident non-executive director attending board meetings travels on a business visa. An executive role on the diretoria requires residence and the corresponding permanent visa for a company administrator.
- Board language
- Board papers and minutes are in Portuguese at the majority of issuers; corporate acts are registered in Portuguese in every case.
- Time commitment
- Typically 8–12 board meetings a year plus committees; Brazilian boards meet more often than the Latin American average and audit committees considerably more.
What you have to do
The appointment steps, in order.
- 1Obtain a CPF (Brazilian taxpayer number) — required for a foreign individual to be registered as a company administrator
- 2Appoint a representative resident in Brazil to receive service of process, by power of attorney valid for at least three years beyond the term
- 3Election by the general meeting, and registration of the corporate act with the Junta Comercial of the relevant state
- 4For a financial institution, the appointment is subject to Banco Central do Brasil approval
What actually gets in the way
- The CPF and the power of attorney are genuine administrative steps and take longer than most appointment timetables assume — start both early
- Board papers and minutes are in Portuguese at the majority of issuers; corporate acts are registered in Portuguese in every case
- Directors carry personal liability under the Corporations Law, and in the tax and labour spheres Brazilian enforcement against administrators is more aggressive than in most markets
- The conselho fiscal reports to shareholders independently of the board, and a foreign director should understand that relationship before joining
Board composition
What Brazil requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent directors | At least two, or twenty per cent of the board, whichever is greater | B3 Novo Mercado Listing Regulation | Novo Mercado issuers |
| Board size | At least three members | Lei 6.404/1976 and the Novo Mercado regulation | Listed companies |
| Separation of chair and chief executive | The same person may not hold both roles | B3 Novo Mercado Listing Regulation | Novo Mercado issuers |
| Conselho fiscal | Three to five members, elected by shareholders, with minority and preferred holders entitled to elect their own | Lei 6.404/1976 | All corporations — permanent or convened on shareholder request |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- No statutory cap. Board terms run for up to two years and are renewable; the Novo Mercado regulation and the IBGC Code address long tenure through disclosure and board evaluation rather than a hard limit.
- Cooling-off
- The Novo Mercado independence criteria exclude a person who has been an employee or officer of the company, its controller or a subsidiary within the defined preceding period, and anyone with a material commercial relationship.
Other tests
- Not a direct or indirect controlling shareholder, nor connected to one
- Not a supplier or purchaser of services or products in a material amount
- Not a spouse or relative to the second degree of a controller, officer or director
- Not receiving remuneration from the company beyond the director's fee
What a seat pays
BRL 200,000 – 500,000 a year for an independent director of a large B3 issuer, with the largest banks, miners and energy groups above that range.
- Where this comes from
- Aggregate and per-organ remuneration is disclosed in the Formulário de Referência filed with the CVM, and the global remuneration cap is approved by the general meeting.
- Committee uplift
- Audit-committee members and coordinators carry a defined premium; the chair of the board is a distinct market.
- Tax
- Directors' fees are Brazilian-source income with withholding for non-residents; the treaty network is narrower than in Europe, and there is no double-taxation treaty with several major markets, so the net position warrants advice.
The instruments this page relies on
Lei das Sociedades por Ações (Law 6.404/1976)
The Corporations Law. Establishes the two organs of Brazilian company administration — the conselho de administração (board of directors) and the diretoria (executive board) — together with directors' fiduciary duties and shareholder rights.
Federative Republic of Brazil
Law 14.195/2021
Removed the requirement that members of the conselho de administração be resident in Brazil. A non-resident director may serve provided a representative resident in Brazil is appointed to receive service of process. Members of the diretoria must still be resident in Brazil.
Federative Republic of Brazil
B3 Novo Mercado Listing Regulation
The top listing segment. Requires a single class of voting shares, a board of at least three members of whom at least two or twenty per cent — whichever is greater — are independent, separation of the chair and chief executive roles, an audit committee, and internal audit and compliance functions.
B3
Lei das Sociedades por Ações · Conselho fiscal
Establishes the fiscal council: a shareholder-elected control organ of three to five members, either permanent or convened at the request of qualifying shareholders, with statutory powers to examine the accounts and report to shareholders independently of the board.
Federative Republic of Brazil
CVM Resolution 80 and related rules
Prescribe the Formulário de Referência disclosure regime, including board composition, independence classification, director remuneration and — on a comply-or-explain basis — board diversity data.
Comissão de Valores Mobiliários
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- CVM disclosure rules require companies to report board composition data including gender and race on a comply-or-explain basis.
- B3 has introduced a listing requirement for issuers to have at least one woman and at least one member of an under-represented group on the board or in statutory executive positions, with a phased compliance timetable — confirm the current stage of that timetable for a specific issuer.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Brazil — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- The 2021 removal of the residency requirement opened the board of directors to non-residents as a matter of law, and the market has not yet adjusted to it.
- Migration between B3 listing segments — most importantly into Novo Mercado — obliges companies to build an independent board to a defined standard on a defined timetable.
- Agribusiness, mining and energy issuers face importing-market due-diligence and deforestation regimes that their boards have no experience of governing.
- State-linked and recently privatised companies are professionalising boards under investor pressure.
How you get in
- Companies migrating into Novo Mercado, which must assemble independent directors against an explicit threshold
- Brazilian subsidiaries and holding companies of international groups
- Audit-committee seats, where financial expertise is the stated requirement
- Conselho fiscal appointments, which minority and preferred shareholders elect directly and which are a recognised route to a board seat
What this market is short of
- Chaired an audit committee
- Professional accounting qualification
- Governed an energy transition or decarbonisation programme
Most receptive sectors
Live mandates
1 mandate in Brazil.
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
Mobility corridors
Where board experience travels, into and out of Brazil.
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Into Brazil — where its boards recruit from
US capital dominates the Novo Mercado shareholder register, the disclosure regime is built on comparable principles, and the 2021 removal of the residency requirement opened the board of directors to non-residents.
Friction — Board papers and every corporate act are in Portuguese, directors carry personal exposure in the tax and labour spheres, and the treaty network is thinner than in Europe.
Spanish banks, utilities and infrastructure groups have large Latin American operations, and the language and legal traditions are close enough that a Spanish director is read as regional rather than foreign.
Friction — Brazil's governance attaches to the listing segment rather than to a national code, and the conselho fiscal has no Spanish equivalent.
Out of Brazil — where its directors are legible
Brazilian directors from agribusiness, mining and energy hold operating experience of the supply chains and jurisdictions that US boards are newly exposed to through due-diligence and deforestation regimes.
Friction — US boards read Latin American governance experience as unfamiliar rather than as rigorous, so the burden of translation sits with the candidate.
Questions
Brazil, answered directly.
Can a non-resident serve on a Brazilian board?
Yes, on the board of directors, since Law 14.195/2021 removed the residency requirement. The company must appoint a representative resident in Brazil to receive service of process on the director's behalf under a power of attorney valid for at least three years beyond the term. Members of the executive board (diretoria) must still reside in Brazil.
What is the conselho fiscal?
A fiscal council: a shareholder-elected control organ of three to five members that sits alongside the board and reports to shareholders independently of it. Minority and preferred shareholders are entitled to elect their own members. It has no equivalent in Anglo-American governance and it is not an audit committee.
Why does the listing segment matter so much in Brazil?
Because governance obligations attach to the segment rather than to a national code. Novo Mercado requires one share one vote, a minimum proportion of independent directors, separation of the chair and chief executive, and an audit committee. A company on a lower segment carries materially lighter obligations, so the segment is the first thing to establish about any Brazilian board.
ID Exchange of Brazil
Is Brazil actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.