Corporate Secretarial and Governance

Governance in Brazil is documentary. Decisions only exist when they are written, signed, registered, and filed in the correct format and before the correct authority.

What it solves

Outdated corporate books and unregistered resolutions

Decisions made informally and never reflected in the legal record

Inconsistencies between the articles of association or bylaws, powers of attorney, and operational practice

Why it matters

Solid governance protects shareholders, directors, and counterparties. It also accelerates banking operations, M&A due diligence, and audit cycles by removing documentary friction.

What Global Bridge does

We draft and file shareholders’ meetings, board resolutions, and amendments to articles of association or bylaws
We maintain corporate books in accordance with the Brazilian Civil Code and the Corporations Act
We coordinate registrations with Commercial Registries, the Federal Revenue Authority, and other bodies
We implement reserved matters matrices, signing policies, and authority frameworks

Typical situations

Subsidiary preparing for an audit, fundraising, or M&A process
Group consolidating governance across multiple Brazilian entities
Foreign parent introducing new reserved matters or signing policies
Annual cycle for account approval, dividend distribution, and reappointment of directors

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Commitment

Discuss the right mix of practices for your Brazilian organization.

Most engagements begin with representation and governance and then expand to operational coordination. We’ll recommend only what your situation truly requires.

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