The Normative Resolution No. 95 of the Brazilian National
Immigration Council, published on August 19, 2011 ("RN
95/11″), modified certain conditions for granting work
permits and visas to foreigners for purposes related to the
administration, management or board of Brazilian Companies.
The most relevant change brought by RN 95/11 is the modification
of the minimum investment of foreign capital to be made in a
Brazilian Company for a non-resident to be appointed administrator,
manager or executive. Upon the RN 95/11, the following requirements
shall be evidenced before the Ministry of Labor and Employment:
(a) capital investment by foreign shareholders (legal entities)
in the Brazilian Company, in foreign currency, equal to or greater
than R$ 600,000.00 (six hundred thousand reais) on behalf of each
non-resident appointed in the Brazilian Company. Prior to the RN
95/11, the minimum investment was R$ 200,000.00 (two hundred
thousand reais); or
(b) capital investment by foreign shareholders (individuals) in
the Brazilian Company, in foreign currency, equal to or greater
than R$ 150,000.00 (one hundred and fifty thousand dollars) for
each non-resident appointed in the Brazilian Company and also to
generate, at least, ten new jobs during the period of two years
from the formation of the Brazilian Company or from the entry into
the country of the non-resident with its permanent visa duly
RN 95/11 became effective on the date of its publication. The
new rules mentioned above do not apply to applications submitted
before the publication of RN 95/11.
The law firm Barbosa, Raimundo, Gontijo, Câmara e
Horta Advogados remains available for further information about
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Me and most of my colleagues started on the M&A legal
business back in the 90s. At that time, most of the international
M&A business would come from US based companies, in the form of
investments in the Brazilian "old school" industry.
The liability of administrators (Directors and Officers), auditors and consultants has been of great concern, especially after the advent of the Sarbanes-Oxley Act in 2002.
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