International D&O Insurance for Brazilians in 2026

D&O insurance (Directors and Officers) pays for defense and damages when directors and board members are sued over management decisions. For a Brazilian with a company abroad, the first step is knowing who buys the policy and where: Complementary Law No. 126/2007 (Lei Complementar 126/2007) limits insurance bought outside Brazil by Brazilian residents or companies.

What is D&O insurance and what does it cover?

D&O insurance protects the personal assets of those who manage a company: directors, managers, board members and, depending on the policy, other executives. It usually covers defense costs and amounts awarded or settled in claims for management failures, within the limits and exclusions written in the policy.

What is covered depends on the text of each contract. Two contracts with the same name can protect different things. For that reason, the practical rule is to compare the policy (the wording), not the name of the product.

Claims that commonly trigger the policy, depending on the contract:

• •business decisions challenged by partners or investors;
• •alleged failures of disclosure in company documents;
• •regulator investigations against managers;
• •claims by creditors, employees or third parties against those who manage.

Why is the director of an offshore company also exposed?

The director is personally liable in certain cases, and this applies to companies in Brazil and abroad. Under Brazil's corporation law, the director must act with the care of someone managing their own business (Law 6,404/1976, art. 153) and is civilly liable for losses caused through fault or willful misconduct, or through violation of the law or the bylaws (art. 158). Under the Civil Code, the managers of companies are jointly liable to the company and to injured third parties for fault in performing their duties (art. 1,016).

These rules apply to Brazilian companies. For an LLC or a corporation abroad, the law of the place of formation applies. In Delaware, for example, a corporation has the power to buy and maintain insurance for its directors and officers, even when the company itself could not indemnify them (Delaware General Corporation Law, DGCL, section 145(g)). If you manage a foreign entity, confirm with a local lawyer which liability regime applies to it. Also see how the corporate structure influences who answers for what, and the rules of the Delaware jurisdiction.

What are Side A, Side B and Side C?

They are the three layers of protection that many D&O policies combine. The difference lies in who receives the payment.

Side C does not always exist: many policies for private companies cover only A and B. Check in the contract which layers were purchased.

Claims-made or occurrence: what is the difference?

In a claims-made policy, what counts is the date the claim is made, not the date of the act. The claim must arrive during the policy period (or during an extended reporting period, if the contract has one). In an occurrence policy, what counts is the date of the event that caused the damage, even if the claim comes later.

In D&O, the claims-made model is the one seen most often. Anyone who switches insurers or lets the policy lapse needs to check the retroactive date and the notice deadline so as not to be left without protection for old events. Confirm these clauses in the contract before signing.

Can a Brazilian buy D&O abroad?

It depends on who the policyholder is. Complementary Law 126/2007, art. 20, restricts the purchase of insurance abroad by individuals resident in Brazil and by legal entities domiciled in Brazil to four situations:

1. •coverage of risks for which there is no insurance offered in Brazil, provided that the purchase does not violate the legislation in force;
2. •coverage of risks abroad in which the insured is an individual resident in Brazil, with a term limited to the period in which that person is outside the country;
3. •insurance covered by international agreements ratified by the National Congress;
4. •insurance that, under the legislation in force on the date the law was published, was already bought abroad.

The sole paragraph of the same article allows legal entities to buy insurance abroad to cover risks abroad, informing the purchase to Brazil's insurance supervisory body, within the deadline and under the conditions set by the regulator. Art. 19 says that mandatory insurance is entered into exclusively in Brazil, subject to art. 20.

The text of the law applies to residents and to companies domiciled in Brazil. A company formed abroad that buys its own insurance is not, for that reason alone, caught by this rule. The classification of your case (who the policyholder is, who pays the premium, where the risk is) should be confirmed with a lawyer and a licensed broker. Susep is the authority to consult on the conditions for informing the supervisory body.

How does a multi-jurisdictional D&O program work?

In groups with companies in several countries, it is common to have a master policy in the parent company's country and local policies in the countries where the law or the regulator requires locally issued insurance. Local policies are usually coordinated with the master through difference in conditions and difference in limits clauses (DIC/DIL), so that the set complements itself.

In practice, the critical point is coordination: which policy responds first, how notices are given and how gaps between contracts are avoided. This applies especially to those with a holding company, subsidiaries and controlled foreign entities. If the structure involves operations in more than one country, also assess the risk of permanent establishment and of data protection, which can generate claims against managers.

What is usually left out of the policy?

Exclusions vary by contract, but some appear frequently. Read the list in your wording and ask the broker to explain it item by item:

• •Willful or fraudulent conduct, generally after a final decision that recognizes it;
• •Undue personal advantage obtained by the insured;
• •Bodily injury and property damage, which belong to other insurance;
• •Claims already known before the policy began;
• •Claims between insureds, depending on the contract wording;
• •Pollution and environmental matters, handled in a separate policy;
• •Fines and penalties, whose coverage depends on the applicable law and the policy text.

Whether each item is included changes from one contract to another. Do not assume coverage: confirm it in writing.

When is it worth buying D&O?

Consider it when you sign as a manager, director or board member and answer with personal assets for company decisions. Some scenarios in which the topic usually appears:

• •Contract or bylaws require it: investors, shareholder agreements and contracts may require D&O. See how this appears in an international shareholder agreement;
• •Entry of outside investors: funds and minority shareholders usually ask for protection for managers;
• •Company with partners, employees and creditors in several countries: the chance of a third-party claim increases;
• •Change of control or team: acquisitions and executive departures bring the risk of claims over past decisions.

What determines the price of D&O insurance?

The price depends on the risk assessment made by the insurer, and there is no public table that serves as a reliable reference. For that reason, this article gives no amounts: only a formal quote, based on your company's information, gives a real number.

The factors the insurer usually evaluates are:

• •industry and countries of operation;
• •size, revenue and corporate structure;
• •history of claims and litigation;
• •quality of governance and internal controls;
• •the coverage limit and deductible chosen;
• •whether there is investor fundraising or issuance of securities.

To compare proposals, always ask for quotes with the same limit, the same deductible and the same layers (Side A, B and C). If you are also structuring a multi-currency portfolio, align the policy currency with the currency in which contingencies would be paid.

How to buy safely?

The recommended path has four steps:

1. •Map the structure: list companies, countries, management positions and who controls whom;
2. •Confirm the purchasing rules: check, with a lawyer and a broker, whether LC 126/2007 affects who will buy and how to inform the supervisory body, when applicable;
3. •Compare proposals in writing: put limits, deductibles, layers, exclusions, retroactive date and notice deadline side by side;
4. •Review every year: changes in the structure, in the countries of operation or in investors call for a policy review. If you need support with the structure, see tax planning and the consultation with OffshoreProz.