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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
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Board-level residency testBR
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.
- Tenure limit once appointed
- 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.
- 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 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.
- Tax on your fees
- 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 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
The instruments behind these answers
- 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)
Reviewed against primary sources in September 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.