Atlas · Corporations
Maximum proportion of board members who can be elected as executive officers is one third
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Criterion | Consequence | Source | Data date |
|---|---|---|---|---|
| Company | Election of board of directors members to executive officer positions | Limit of up to 1/3 (one third) of board members who can be elected to such positions | Law 6.404/1976, art. 143, § 1º | 15/12/1976 |
Data consulted on 02/10/2026.
Basis
- Lei n.º 6.404/1976, compilada (Planalto, in Portuguese): art. 143, § 1º, establishes that board of directors members, up to a maximum of 1/3 (one third), may be elected to executive officer positions.
How it applies
The rule restricts the accumulation of executive functions and advisory or colegial deliberation in companies. Out of the total members comprising the board of directors of a corporation, only a fraction limited to a maximum of one third may simultaneously hold positions on the executive board, ensuring compliance with governance rules and the proper separation between the oversight exercised by the board and the daily executive management carried out by the appointed officers. The management of the company shall be entrusted, as provided by the bylaws, to the board of directors and the executive board, or solely to the executive board. The board of directors is a colegial deliberation body, with company representation being exclusive to executive officers in corporations regulated by corporate legislation.
Limits
- This sheet covers exclusively the maximum proportion of board members who can be elected to executive officer positions according to the reported corporate legislation.
- Subsequent amendments to the legislation must be checked at the official Planalto source prior to any decision.