A foreign company may have contracts, customers, suppliers, employees or investments in Brazil without maintaining an internal legal department in the country.
In these situations, local counsel in Brazil can act as the company’s legal point of contact for matters that require knowledge of Brazilian law, local procedures and Portuguese-language documents.
Brazilian counsel may work directly with the company’s executives or in coordination with its international lawyers, accountants and compliance professionals.
What does local counsel in Brazil do?
Local counsel assists foreign companies with legal matters connected to their Brazilian activities.
The work may include:
- reviewing and preparing contracts;
- communicating with Brazilian counterparties;
- verifying companies and corporate documents;
- issuing formal notices;
- negotiating unpaid debts;
- assisting with company formation;
- reviewing employment matters;
- monitoring lawsuits;
- representing the company before Brazilian courts;
- coordinating powers of attorney and foreign documents;
- providing written legal reports in English.
The scope may be limited to one transaction or structured as ongoing legal assistance.
When does a foreign company need Brazilian counsel?
Local legal assistance may be necessary when a foreign company:
- signs a contract with a Brazilian business;
- appoints a distributor or commercial representative;
- opens a subsidiary in Brazil;
- invests in a Brazilian company;
- hires employees or contractors;
- has an unpaid invoice;
- receives a judicial or administrative notice;
- becomes involved in a commercial dispute;
- needs to enforce rights against assets located in Brazil.
A foreign company should ideally consult Brazilian counsel before transferring significant funds, disclosing intellectual property or assuming long-term obligations.
Can a foreign lawyer represent a company in Brazil?
Foreign counsel may advise the company under the law of its own jurisdiction and participate in international negotiations.
However, representation before Brazilian courts and activities reserved for Brazilian lawyers must be performed by professionals authorized under the Brazilian Bar Act. The Act identifies representation before judicial bodies and legal consultancy as activities reserved for the legal profession in Brazil.
The Brazilian lawyer may work alongside the foreign legal team, translating local legal risks into information that can be used by the company’s management.
Legal representation before Brazilian courts
When a foreign company becomes involved in Brazilian litigation, it normally needs a Brazilian lawyer and an appropriate power of attorney.
The Brazilian Code of Civil Procedure regulates judicial representation, procedural deadlines, service of process, evidence and enforcement measures.
Local counsel may:
- review the claim;
- obtain access to court records;
- preserve evidence;
- prepare the defence;
- attend hearings;
- negotiate settlements;
- provide periodic reports;
- coordinate strategic decisions with foreign counsel.
Court deadlines in Brazil may begin before the company’s international management has completed an internal assessment. Judicial notices should therefore be reviewed without delay.
Representation in corporate matters
Foreign shareholders may need Brazilian counsel to prepare corporate documents, powers of attorney and resolutions.
Brazilian business-registration rules contain specific provisions concerning shareholders residing abroad and their representatives in Brazil. The current DREI framework is based on Normative Instruction No. 81, as subsequently amended, including amendments published in 2024 and 2025.
Local assistance may be required for:
- incorporation of a Brazilian company;
- amendment of articles of association;
- appointment of managers;
- capital contributions;
- transfer of ownership interests;
- shareholder resolutions;
- foreign-investment documentation.
Foreign investors may also review the guide concerning a company formation lawyer in Brazil.
Contract support
A Brazilian contract may require local review even when the foreign company already has international counsel.
Brazilian counsel can assess:
- identification of the Brazilian party;
- authority of the signatory;
- payment and currency provisions;
- taxes and expenses;
- guarantees;
- liability;
- termination;
- governing law;
- jurisdiction;
- arbitration;
- enforceability in Brazil.
Foreign companies may obtain more specific information through the guide concerning a contract lawyer in Brazil.
Debt collection and commercial disputes
Local counsel may also act when a Brazilian customer or business partner fails to pay.
The work may begin with document analysis and a formal notice. If negotiation is unsuccessful, the lawyer can evaluate judicial collection or enforcement proceedings.
Relevant documents include contracts, invoices, purchase orders, delivery records, emails and acknowledgements of debt.
Additional information is available in the article concerning a debt collection lawyer in Brazil.
Employment matters
Foreign businesses with employees or contractors in Brazil may need assistance with:
- employment contracts;
- contractor classification;
- working hours;
- compensation;
- internal policies;
- dismissals;
- employment claims.
Brazilian employment rules may apply when services are habitually performed in Brazil, even when the company’s headquarters are abroad.
The guide concerning an employment lawyer in Brazil explains these risks in greater detail.
Can local counsel work remotely?
Most legal coordination can be performed remotely.
The foreign company may communicate through video meetings, email and secure document-sharing systems.
Depending on the matter, it may need to provide:
- certificate of incorporation;
- articles or bylaws;
- identification of directors;
- corporate authorization;
- power of attorney;
- contract or dispute documents.
Documents issued abroad may require an apostille, sworn translation or registration before formal use in Brazil.
Ongoing local legal support
Some companies require assistance only for a specific contract or dispute. Others benefit from a continuing relationship with Brazilian outside counsel.
Ongoing assistance may include:
- contract review;
- legal notices;
- corporate resolutions;
- employment guidance;
- dispute monitoring;
- compliance support;
- communication with suppliers and customers;
- monthly reporting to international management.
This structure may be useful when the company has recurring Brazilian activities but does not yet require a full internal legal department in the country.
Local counsel services in Brazil
Willian Nunes Advogados assists foreign companies with legal matters connected to their operations, contracts, employees, investments and disputes in Brazil.
The firm may work directly with overseas executives or together with the company’s international counsel.
Services are coordinated remotely in Portuguese and English, with written definition of the scope, required documents and applicable fees.
Companies may review the broader page concerning legal advice for foreign companies in Brazil or submit a specific matter through the contact page of Willian Nunes Advogados.
Each matter requires an individual analysis of the facts, documents, deadlines and applicable Brazilian law.
Frequently asked questions
Does a foreign company need an office in Brazil to hire local counsel?
No. A foreign company may hire Brazilian legal counsel even when it does not maintain a subsidiary or office in the country.
Can Brazilian counsel communicate with our foreign lawyers?
Yes. Local counsel may coordinate legal strategy, documents and reports with the company’s international legal team.
Is it necessary to travel to Brazil?
Many matters can be handled remotely. Travel or personal attendance may be required in specific procedures.
Can local counsel receive legal notices for the company?
This depends on the type of appointment, the power of attorney and the legal procedure involved. The scope should be expressly defined.
How are local counsel fees structured?
Fees may be fixed for a specific matter, calculated hourly or structured as a monthly advisory arrangement.
