A corporation is a commercial entity or a collection of persons or legal entities that apportion a sum of money to carry out a business activity, hereby sharing all profits and losses incurred. The most common entity in the country is the Sociedad Anónima (S.A.) also known as a corporation. Legally registered with the National Registry of Commerce (Registro Nacional de Comercio), the establishment of the corporate is backed by the Uruguayan Corporations Act No. 16,060. SAs possess legal personality and a maximum period of existence stated in its bylaws. The corporate is governed by its bylaws and the liability of shareholders is limited to their paid-in shares. The governing bodies of the entity are its Board of Directors (Directorio) and Shareholders’ Meeting (Asamblea de Accionistas). Domestic SAs are allowed to carry out cross-border mergers, asset, and equity acquisitions, and other types of change of control transactions. They cannot be used for non-profit organizations.
If you are thinking of setting up this form of entity here or you are a foreign company about to expand into this country, this guide provides information on how to register a corporation in Uruguay and the process of incorporation.
Features of the corporation
It takes no lack than two incorporators to register the corporate. There is no minimum requirement after incorporation and no residency or nationality requirement for shareholders. An SA has to have no lack than one director or administrator during registration. There is no residency or nationality requirement for directors. No minimum share capital exists but at the signing of the Bylaws, the incorporators must have paid at least 25 percent of the authorized share capital stated in the bylaws. The capital has to be deposited in cash in the corporate’s bank account. The physical presence of the incorporators is not required, co, incorporation can be carried out under a power of attorney. The purpose of the SA can be generically stated in its Bylaws. Registering with the tax authority (Direccion General Impositiva -DGI) at the Registro Unico Tributario (RUT) is compulsory.
The process of incorporation
The National Registry of Commerce (Registro Nacional de Comercio) registers new entities in the country. The process involves the execution of the bylaws by at least two incorporators with notarised signatures by a native notary public. The bylaws must be approved by the national supervisory body (the “Auditoría Interna de la Nación” – “AIN”), and registered with the National Registry of Commerce (Registro Nacional de Comercio). After which certain information about the entity has to be published in the official gazette and any newspaper in the country. Specific acts relating to an SA will be registered in the following registries:
- National Registry of Personal Acts
- Registro de Titulares de Participaciones Patrimoniales del Banco Central del Uruguay (Central Bank of Uruguay Registry of Stakeholders)
- National Registry of Commerce
Information to be provided during the incorporation
The information below shall be filed at the Registro Nacional de Comercio and made available to the public:
- Bylaws
- Share capital
- Details of Directors
- Procedure on Dissolution and Liquidation
The following information will be filed at the Registro Nacional de Actos Personales and made publicly available:
- Liens and encumbrances on assets
- Shareholders’ shares may be subject to liens and encumbrances.
The information below shall be filed at the CBU Registry of Stakeholders but not made publicly available (unless required):
- Document on Owners
Timeline of the process
The timeframe for establishing this entity is around 7 months. Buying an already existing one takes a shorter time. A SA can be incorporated as an “Empresa en el día”; this type of corporation takes three to four months to incorporate.
Cost of the process
The costs during the incorporation are the registration and publication fees payable to the Registry, legal fees, and the notary fees.
