The most important types of companies in Uruguay are: Corporation (Sociedad Anónima), Branch Office of Foreign Company, Offshore Corporation (Holdings), Limited Liability Company (Sociedad de Responsabilidad Limitada), Free zones Corporations. The most frequently used type of company by international investors in Uruguay is a Corporation (Sociedad Anónima)). A Corporation is considered to have offshore activities when the Company develops all its economic activities outside Uruguay, nevertheless, it can be managed and domiciled in Uruguay. The purpose of this type of company is very broad and must be oriented towards economic activities outside Uruguay.
Incorporation: Any person or company, of any nationality, may acquire or incorporate a SA. There are two ways to own a SA: by incorporating a new one, or by acquiring a “dormant” one that has already been incorporated. The latter is the most common method, since SAs that are pre-incorporated have by-laws with a broad spectrum of permitted activities that allow practically any kind of profit or non-profit activity. It is also practical to buy already incorporated company due to comparatively long procedure of the incorporation of a new company.
The name can be in any language, which uses the Latin alphabet, but the Registrar may request a Spanish translation. The name must contain the words ‘Sociedad Anonyma’, or ‘SA” to denote limited liability and type of the company. Names containing the following words require consent or a license: Bank, Buildings Society, Savings, Loans, Trust, Insurance, Assurance, Re-Insurance, Fund Management, Investment Fund, Fiduciary, Broker or their foreign language equivalents. The following names can not be approved: a name that is similar or identical to an existing company, a name that is known to exist elsewhere, a name that in the opinion of the Registrar is undesirable or offensive, a name that implies illegal activities or implies Government patronage.
Company does not require more than one shareholder, which may be individuals or bodies corporate. Shareholders may be non-Uruguayan.The details of company beneficial owners and shareholders are not part of the public records. In case of bearer shares the name of the shareholder must be recorded in confidential registry at Central Bank of Uruguay. Presence of shareholders is not required in Uruguay.
The usual authorized capital is USD 5,000. No minimum capital is required nor is there any maximum capital limit. Shareholder’s liability is limited to the paid-in capital Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
A minimum of one Director of any nationality is required and a maximum of seven members can compose the Board of Directors. Corporate Directors are permitted. Local Directors are not required. Changes of Directors must be registered and communicated to government offices and they appear on the public file.
REGISTERED OFFICE AND LOCAL AGENT
Uruguay companies must maintain a registered office and registered agent within Uruguay. Registered agent may be a body corporate or an individual resident in Uruguay.
A SA has two bodies: the Board of Directors and the Shareholder Assembly (plus an optional Auditing Committee). The main body is the Shareholders’ Assembly. It must meet once yearly. Shareholders may empower third parties to represent them in the annual shareholder meeting. This body designates the Director(s) and their powers.
TIME NEEDED FOR FORMATION
Usually it is up to 20 – 30 business days, and we need up to 10 working days for legalization of the documents and delivery by courier. To shorten the time for incorporation shelf companies are available