Authority Resource
Brazil Legal Representation Glossary
Definitions of the core institutional, regulatory and tax terms a foreign company encounters when operating through a legal representative in Brazil.
This glossary brings together the terms that recur across the Lematt authority cluster — the Annotated Decree 12.975/2026, the comparative pages on entity and role choices, and the entry timeline — with concise, plain-English definitions.
Each entry includes a short definition for quick reference and a brief expansion. The page is informational and does not replace specialist advice for any specific transaction.
Defined terms
Legal representative
The natural person formally appointed to represent a foreign company before Brazilian authorities and counterparties.
A resident individual (with CPF) whose powers are formalised by appointment instrument, by-laws or sector-specific regulation. The role is institutional — receiving service of process, signing regulatory filings, communicating with authorities — and is distinct from acting as an executive officer or shareholder.
Attorney-in-fact (procurador)
A person granted specific powers by power of attorney to act on behalf of the company in defined matters.
Powers are scoped by the instrument itself and may be broad or strictly limited (e.g., signing bank documents only). Acting as attorney-in-fact does not, by itself, qualify the person as the company's legal representative for regulatory purposes.
Local director
An officer formally elected to manage a Brazilian entity (typically a subsidiary).
Holds statutory powers under Brazilian corporate law and is recorded on the public commercial registry. Distinct from a legal representative of a foreign entity, who is appointed to receive communications and act in defined institutional matters rather than to run a local company.
CNPJ
Brazil's federal tax ID for legal entities, issued by the Receita Federal.
Every entity operating in Brazil — including foreign companies registered to hold assets, contract or receive remittances — needs a CNPJ. The enrolment captures the activity, address and ownership chain (QSA) and is the anchor for almost every later registration.
QSA (Quadro de Sócios e Administradores)
The ownership-and-officers schedule attached to the CNPJ record.
Reflects the immediate and ultimate owners and the legal representatives or officers of the entity. Changes in ownership or representation must be reflected in the QSA to keep the CNPJ in good standing.
RDE-IED
Central Bank registration of foreign direct investment in a Brazilian entity.
Required for inbound equity contributions and certain conversions. Maintaining an accurate RDE-IED is the precondition for future profit remittance, capital reduction and most cross-border capital movements.
ECA Digital (Law 15.211/2025)
Brazil's statute extending child-and-adolescent protections to the digital environment.
Applies to internet application providers offering services to Brazilian users. Combined with Decree 12.975/2026, it triggers specific institutional duties for foreign providers, including the appointment of a legal representative in Brazil.
Decree 12.975/2026
The federal decree that regulates ECA Digital and operationalises its duties.
Provides definitions, the scope of the legal-representative obligation under Article 16-A, transparency requirements and enforcement mechanics. Published in 2026 and forms the immediate operating reference for foreign internet application providers.
Subsidiary
A separate Brazilian legal entity owned, in whole or part, by a foreign parent.
Files its own CNPJ, has its own governance and is liable for its own obligations. Provides the strongest local footprint but requires capital, governance and ongoing compliance overhead in Brazil.
Branch (filial of a foreign entity)
A registered extension of the foreign company itself in Brazil, not a separate legal entity.
Requires specific federal authorisation and is rarely used outside regulated sectors. The foreign parent remains directly liable for the branch's obligations.
ANPD
Brazil's national data-protection authority.
Supervises LGPD compliance, including duties of foreign controllers and processors with users in Brazil. The authority interacts with the company through its appointed contact — typically routed via the legal representative.
↗ LGPD
LGPD
Brazil's General Data Protection Law (Law 13.709/2018).
Applies extraterritorially to companies processing personal data of individuals in Brazil. Requires a privacy notice in Portuguese, a contact for data-subject requests and, depending on processing, a designated data-protection officer.
↗ ANPD
How this glossary fits the cluster
These terms appear throughout the Lematt authority cluster on Brazilian legal representation. The comparative pages on entities and roles explore the trade-offs in depth; the annotated decree walks through the statutory text; the 30/60/90 timeline shows how the pieces sequence in practice.
If a term that matters to your project is missing here, let us know — the glossary is expanded as new regulatory references are added to the cluster.
Frequently asked questions
Is 'legal representative' the same in every Brazilian regime?
No. Each regime defines its own legal representative with specific duties. ECA Digital (Article 16-A of Decree 12.975/2026) creates a distinct institutional role for foreign internet application providers, separate from representatives under corporate or tax law.
What is a CNPJ?
CNPJ (Cadastro Nacional da Pessoa Jurídica) is Brazil's federal tax ID for legal entities. Subsidiaries, branches and certain foreign-investor structures need a CNPJ; appointing a legal representative does not by itself require one.
What is the difference between Ltda and S.A.?
Both are Brazilian company types. Ltda (sociedade limitada) is the most common — simpler governance, owners hold quotas. S.A. (sociedade anônima) has shares, formal board structures and is required or preferred for larger operations and capital-markets activity.
Why does this glossary keep the Portuguese terms?
Brazilian institutions, courts and registries use the Portuguese terms. Keeping them alongside the English definition makes the glossary directly usable when interacting with Brazilian counterparts and authorities.
Where can a foreign company go deeper after the glossary?
From any term, follow the related-reading links to the Money Page (commercial scope), Annotated Decree 12.975/2026 (legal framework), the comparison pages (entity and role choices) and the Legal Representation pillar (full guide).
Discuss your specific Brazil representation question
Send a short message describing the term, entity model or regulatory question you are exploring. We will reply with an institutional perspective and indicative next steps.
Solicitar informações
Resposta em até 2 dias úteis
This glossary is an informational reference. It is not legal, tax or regulatory advice and does not create a client relationship. Specific situations require qualified specialist analysis.