Uruguay | Company Registration

Companies Act (Law 16,060 enacted September 1989)

Offshore Companies Act (Law 11,073 enacted 1947)

Private non-resident company - SAFI (Sociedad Anonima de inversion)

Any lawful activity.

It is prohibited to conduct commercial activity with residents of Uruguay and to own real estate in Uruguay. Banking, insurance, reinsurance, fund management, collective investment funds and any other activity connected with financial services are also prohibited. It is prohibited to establish public funds and offer their shares to the public

30 days from the date all required documents are provided.

The law does not prohibit purchase of already registered companies.

Must not be identical or similar to an existing name.

A name that is undesirable or offensive. A name implying illegal activity or state patronage is prohibited.

The name may be written in any language using the Latin alphabet. A Spanish translation may be required.

The name must not contain the words “Bank”, “Building Society”, “Loans”, “Savings”, “Insurance”, “Assurance”, “Reinsurance”, “Fund Management”, “Investment Fund”, “Fiduciary”, “Broker” or other words or phrases having the same meaning.

Articles of Association and Memorandum of Association. Registration is carried out by submitting documents to the Public Registry and subsequently publishing the main provisions of the Articles in the “Official Gazette”.

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. It is used only for receiving postal correspondence from government authorities.

The authorised capital consists of interests (shares) contributed by the shareholders (owners) of the company to the aggregate capital. It may be expressed both in money and in tangible property. Property may be an asset having real market value. Intellectual property may also be contributed to the company's founding capital provided that the rights to such property can subsequently be transferred to third parties without restrictions. The value of tangible assets represented by real estate and contributed to the company's authorised capital must be confirmed by a licensed auditor, but may be understated at the contributor's request.

The minimum authorised capital of the company is €30,000. The authorised capital may be in any currency, but capital subject to payment must be in Uruguayan pesos. Minimum paid-up capital - €1,000 or its currency equivalent.

Registered shares and bearer shares, shares with and without nominal value, voting and non-voting shares may be issued. Full payment of the authorised capital is required for the issue of bearer shares.

Company shareholders may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is two. If one person becomes the shareholder of a private company, liability for payment of debt or compensation of losses will be unlimited and will apply to all assets of the shareholder.

Directors of the company may be legal entities or individuals resident in any country of the world. The minimum number is one director, vested with all powers except those within the exclusive competence of shareholders (determined by the memorandum, articles of the company and/or law).

Meetings may be held in any country in the world; meetings may also be held by telephone. Minutes of meetings may be kept at any address specified by the shareholders of the company in the constitutional documents.

Each company must keep current accounting records that show all transactions carried out by the company during one financial year so that the current financial position of the company can be determined. The accounting records contain continuous daily records of all funds received or sent, records of liquid assets, shareholder interests and their total amount. The records must be kept at the stated legal address and must be available to financial control authorities.

All reports are published in the “Official Gazette”.

All constitutional documents, including the list of directors and members, must be kept at the registered office

The company is exempt from taxes on profits, distributed dividends and capital gains.

The annual fee, which is levied during the four months before the end of the financial year, is calculated as follows

Share capital + (Liabilities - Share capital / 2) = taxable part.

Licence fee amount = Taxable part × 0.3

The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.