According to the Brazilian Civil Code, a limited liability company shall be managed by one or more persons as designated by the articles of association, who shall be filed with the competent Board of Trade.
The designation of directors and managers will depend on the unanimous approval of the quotaholders, while the corporate capital is not paid, and depends on the approval of 2/3 of the quotaholders, at least, after the payment of the corporate capital.
Directors can be Brazilian or foreign individuals residing in Brazil (with a permanent visa) or quotaholders of the company.
The directors’ powers shall be set out in the articles of association of a limited liability company. According to Brazilian Civil Code, the management’s acts shall bind the company if exercised within the limits of its powers as set out in the articles of association of the company, which define the situations where an individual or joint representation of the company is required.
You shall not take part in any corporate transaction in which you have an interest, which conflicts with an interest of the company, nor in the decisions made by the other officers on the matter. You also have a duty to declare any conflicts of interest. In some cases the conflict can be noted and you can remove yourself from any decision making within the entity for the relevant matter. However if the conflict is of a more fundamental or continuing nature then you may need to resign your position. If in doubt, seek advice.