A foreign company does not need to establish a Brazilian subsidiary simply because it needs legal advice in Brazil.
Companies based in the United States, Europe, Asia or other jurisdictions can retain Brazilian legal counsel directly for matters involving Brazilian contracts, customers, suppliers, employees, investments, disputes, corporate documents or other legal issues connected to Brazil.
The engagement can often begin remotely. The company provides information and documents, the Brazilian lawyer defines the scope of work, the parties execute an engagement agreement and, when necessary, the company grants a power of attorney for specific acts in Brazil.
The appropriate structure depends on what the lawyer is expected to do.
A company seeking advice on a commercial agreement may need only a legal-services engagement. A company involved in litigation, corporate filings or formal representation before Brazilian institutions may also need a properly drafted power of attorney and additional corporate documents.
Understanding this distinction is one of the first steps when retaining a lawyer for foreign companies in Brazil.
Can a foreign company hire a Brazilian lawyer directly?
In general, yes.
A foreign company may retain Brazilian counsel without first incorporating a local company merely for the purpose of obtaining legal advice or representation.
This is particularly common when a foreign business has Brazilian customers, distributors, suppliers, contractors, debtors or investments but does not maintain its own legal department in the country.
Brazilian counsel may therefore be retained for a specific project or dispute or through a continuing advisory relationship.
Companies that need broader assistance can review the firm’s legal advice for foreign companies in Brazil.
Who is authorized to provide Brazilian legal advice?
Legal consultancy and legal advisory services are activities reserved to the legal profession under Article 1 of Brazil’s Law No. 8,906/1994 — the Brazilian Bar Act. Lawyers practicing Brazilian law must comply with the professional rules of the Brazilian Bar Association, known as the Ordem dos Advogados do Brasil or OAB.
For judicial proceedings, Article 103 of the Brazilian Code of Civil Procedure provides that a party is represented in court by a lawyer regularly registered with the OAB.
Foreign companies evaluating Brazilian counsel can also verify an attorney’s professional registration through the official Cadastro Nacional dos Advogados, maintained by the Brazilian Bar Association.
This verification is particularly relevant when the company is engaging a professional entirely remotely and has no existing relationship in Brazil.
The first step is defining the Brazilian legal matter
Before retaining counsel, the company should determine what Brazilian legal issue needs to be addressed.
The matter may involve reviewing an agreement with a Brazilian supplier, collecting an unpaid invoice, investigating a potential business partner, establishing a company, hiring personnel, responding to litigation or appointing someone to represent the company locally.
The scope affects both the legal strategy and the documentation required.
For example, a company negotiating a commercial agreement may require a Brazilian contract lawyer for foreign companies to review governing law, jurisdiction, payment provisions, liability, termination rights and enforceability.
A company that needs someone to act formally on its behalf may instead require legal representation in Brazil.
Defining the purpose of the engagement first prevents unnecessary documentation and helps establish a precise scope of work.
The engagement agreement should clearly define the work
The relationship between the foreign company and Brazilian counsel should normally be documented through a written legal-services agreement.
Brazilian professional rules recommend that legal engagements be documented in writing and that the agreement clearly identify the object of the representation, fees, payment terms and extent of the professional mandate.
For an international company, the engagement should be particularly clear about the nature of the Brazilian work.
Relevant provisions may address the legal matter covered, services included and excluded, professional fees, payment method, expenses, document responsibilities, communication procedures, reporting, involvement of foreign counsel and treatment of work falling outside the original scope.
A project involving one contract, for example, is fundamentally different from a continuing relationship covering contracts, corporate questions, employment matters, collections and disputes throughout the year.
The engagement agreement should reflect that difference.
Hiring a lawyer is different from granting a power of attorney
Foreign companies sometimes assume that retaining a lawyer automatically authorizes the lawyer to perform every act on behalf of the company in Brazil.
It does not.
The engagement agreement governs the professional relationship between lawyer and client. A power of attorney determines which acts the lawyer or another representative is authorized to perform in the company’s name.
For many advisory matters, such as reviewing a contract or preparing a legal opinion, a formal power of attorney may not be necessary.
Formal representation may require one.
Under Articles 104 and 105 of the Brazilian Code of Civil Procedure, lawyers acting in judicial proceedings generally require a power of attorney. Certain powers — including settlement, waiver, receipt of funds and other specifically listed procedural acts — must be expressly granted.
The power of attorney should therefore be drafted according to the actual purpose of the representation rather than using an unnecessarily broad template.
Foreign companies requiring formal local representation can review the firm’s guidance on appointing legal counsel in Brazil.
What documents may be required from the foreign company?
The documentation depends on the matter.
At the initial assessment stage, electronic copies are often sufficient to understand the legal issue.
The lawyer may need to review the company’s corporate information, the authority of the executive instructing counsel, relevant contracts, invoices, correspondence, notices, court documents or other records connected to the matter.
Additional formalities may arise when foreign corporate documents or powers of attorney must be presented before Brazilian courts, registries or authorities.
Documents issued outside Brazil may, depending on their origin and intended use, require authentication or an Apostille under the Hague Apostille Convention.
The Brazilian National Council of Justice explains that the Apostille certifies the origin of public documents between participating countries. It also notes that apostille requirements are not universal because international treaties may provide different rules.
Foreign-language documents used in Brazilian judicial proceedings are also subject to Article 192 of the Code of Civil Procedure, which requires a Portuguese version processed through the legally recognized methods, including sworn translation.
Consequently, foreign companies should avoid apostilling or translating an entire corporate file before Brazilian counsel identifies which documents are actually necessary.
Project-based counsel or ongoing legal support?
Foreign companies can retain Brazilian lawyers under different structures.
A project-based engagement may be appropriate when the company has one defined matter: a contract, due diligence investigation, debt collection, corporate procedure or lawsuit.
Other companies have continuous Brazilian exposure.
A foreign business with recurring customers, suppliers, employees, contractors, commercial agreements or regulatory issues may require legal advice throughout the year rather than only after a dispute occurs.
In those circumstances, an ongoing outside-counsel arrangement may be more appropriate.
The scope can include recurring contract reviews, negotiations, corporate documents, employment questions, debt collection, formal notices, litigation monitoring and coordination with accountants or foreign lawyers.
Additional information about this structure is available in the guide to ongoing legal support in Brazil for foreign companies.
A recurring engagement does not necessarily mean that every possible legal matter is included. Litigation, major transactions, investigations or extraordinary projects may remain outside the monthly scope.
For that reason, the engagement agreement should define precisely what is included.
Brazilian counsel can work with foreign in-house teams and law firms
Retaining counsel in Brazil does not require replacing the company’s existing legal department or foreign law firm.
Brazilian counsel frequently works alongside general counsel, U.S. attorneys, international law firms, accountants, corporate service providers and executives located abroad.
The foreign legal team can remain responsible for the broader international strategy while Brazilian counsel addresses matters governed by Brazilian law or requiring local action.
This model is particularly useful in cross-border contracts, litigation, corporate transactions, investigations and enforcement matters.
For the foreign legal department, the objective is not merely obtaining a translation of Brazilian legislation. Local counsel should explain how the rules affect the transaction or dispute and identify what practical action is required in Brazil.
Companies seeking broader local assistance can also review the firm’s page for a lawyer in Brazil for foreign clients and companies.
Communication should be defined before the engagement begins
International legal work can become inefficient when communication responsibilities are unclear.
Before the work begins, the company and Brazilian counsel should determine who is authorized to give instructions, who receives reports, whether the foreign legal department must approve strategic decisions and how urgent matters will be handled.
This becomes particularly important when several departments are involved.
A commercial dispute may involve a Brazilian customer, the company’s U.S. finance department, general counsel, outside counsel and Brazilian management at the same time.
Clear reporting lines reduce duplicated instructions and inconsistent decisions.
English-language reporting is also relevant for foreign companies whose executives cannot review Portuguese court filings, contracts or official documents directly.
Legal fees should reflect the type of engagement
Brazilian legal services may be structured through project fees, hourly arrangements, recurring advisory fees or other arrangements consistent with applicable professional rules.
Law No. 8,906/1994 recognizes contractual legal fees, while the Brazilian Bar Association’s ethical rules regulate how professional fees should be established.
The appropriate structure depends on the matter.
A defined contract review may justify a fixed project fee. A continuing legal relationship involving recurring business questions may use a monthly advisory arrangement. Litigation or debt recovery may require a separate structure because the duration and amount of work can be difficult to predict at the beginning.
Expenses should also be distinguished from professional fees.
Depending on the case, costs may include court fees, registry charges, sworn translations, apostilles, technical experts, local correspondents or other third-party expenses.
Those items should be discussed before significant costs are incurred.
Common mistakes when retaining Brazilian counsel
One frequent mistake is contacting Brazilian counsel only after a deadline, contract breach or dispute has already become critical.
Another is assuming that an agreement drafted under U.S. or another foreign law will necessarily produce the same legal consequences in Brazil.
Companies may also create unnecessary complications by issuing powers of attorney with excessive authority, translating irrelevant documents or beginning corporate procedures before the required legal structure has been defined.
The objective of an initial Brazilian legal assessment is therefore not simply to identify a lawyer who can perform a task.
It is to determine what the legal problem actually is, which Brazilian rules affect the matter, which documents are necessary, what authority must be granted and what form of representation is appropriate.
When ongoing Brazilian counsel may make sense
A continuing legal relationship tends to become more relevant as the company’s exposure to Brazil increases.
Repeated contract negotiations, recurring Brazilian customers, local service providers, personnel, corporate interests, investments, litigation or regular commercial disputes can create a continuing need for Brazilian legal analysis.
At that point, retaining counsel only when a problem becomes urgent may result in fragmented legal positions and repeated onboarding costs.
Outside counsel can instead become familiar with the company’s contracts, corporate structure and business model, allowing new Brazilian legal questions to be assessed within the broader commercial context.
Retaining Willian Nunes Advogados for matters in Brazil
Willian Nunes Advogados advises foreign companies dealing with contracts, corporate matters, legal representation, debt recovery, due diligence, disputes and continuing business activities in Brazil.
The firm works directly with foreign executives and companies and may also coordinate Brazilian legal matters with international law firms, general counsel and other professional advisers.
Engagements may be structured around an individual matter or continuing Brazilian legal support, depending on the company’s needs.
Foreign companies evaluating a Brazilian legal matter may submit the relevant background and documents through the contact page of Willian Nunes Advogados for an initial assessment of the required scope.
Each matter should be evaluated individually according to the facts, documents, applicable Brazilian law and intended legal action.
Frequently Asked Questions
Does a foreign company need a Brazilian subsidiary to hire a lawyer in Brazil?
Generally, no. A foreign company can retain Brazilian counsel for legal advice, contract work, disputes, due diligence and other matters without incorporating a Brazilian subsidiary merely for that purpose. Particular business operations in Brazil may independently trigger corporate, tax or regulatory requirements.
Does the company need to travel to Brazil to retain Brazilian counsel?
Usually not. Initial assessment, document review, meetings and engagement procedures can normally be coordinated remotely. Specific acts may require original or formally authenticated documentation.
Is a power of attorney always required?
No. Legal advice and document review may not require a formal power of attorney. Representation before courts, authorities, registries or counterparties may require one depending on the act involved.
Can Brazilian counsel work with a U.S. lawyer or in-house legal department?
Yes. Brazilian counsel can act within the Brazilian portion of a cross-border matter while coordinating strategy, documents and reporting with foreign attorneys and corporate legal departments.
Can a foreign company retain Brazilian counsel on a monthly basis?
Yes. Companies with recurring Brazilian legal matters may establish an ongoing advisory relationship, subject to a written scope defining included services, additional work, fees, expenses and communication procedures.
Should all foreign documents be apostilled before contacting a Brazilian lawyer?
No. The formal requirements depend on the document and how it will be used. Brazilian counsel should first determine which documents actually need apostille, translation, registration or other formalities.