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[ESTABLISHING A BUSINESS ENTITY IN URUGUAY]
ESTABLISHING A BUSINESS ENTITY IN URUGUAY Types of business entities The most common types of legal entities adopted in Uruguay are the Corporation (“Sociedad Anónima” or “S.A.”), the Limited Liability Company (“Sociedad de
Responsabilidad Limitada” or “S.R.L”) and the Simplified Stock Corporation (“S.A.S”). Below you will find a comparative analysis of the most relevant characteristics and the basic differences between S.A., S.A.S and S.R.L.
CORPORATION
SIMPLIFIEDS
STOCK
LIMITED
LIABILITY
CORPORATION
COMPANY
Creation: A sociedad anónima (“SA”) must be incorporated by at least two founders. Its incorporation requires the approval of the bylaws by the AIN, registration with the National Registry of Commerce, and publication in the Official Gazette and another private newspaper. The name of the company must include the words “Sociedad Anónima” or the abbreviated form “S.A.” Capital: The corporate capital is divided into shares and composed of nominative, book-entry or bearer shares. Corporate Purpose: Broad purpose, but statutory amendments are required for specific activities. Shareholders: After incorporation, it can operate with a single shareholder. Shareholders may be individuals or entities, whether local or foreign.
Creation: A sociedad por acciones simplificada (“SAS”) may be incorporated by a single founder. Incorporation only requires registration with the National Registry of Commerce. The name of the company must include the words “Simplified Company” or the abbreviated form “S.A.S.”.
Creation: A sociedad de responsabilidad limitada (“SRL”) must be incorporated by at least two founders. Incorporation requires registration with the National Registry of Commerce and publication in the Official Gazette and another private newspaper. The name of the company must include the words “Sociedad de Responsabilidad Limitada” or the abbreviated form “S.R.L.” Capital: The corporate capital is divided into quotas
Capital: The corporate capital is divided into shares and composed of registered or book-entry shares.
Corporate Purpose: May define an indeterminate purpose (“any lawful activity”). Shareholders: May operate throughout its entire existence with a single shareholder. Shareholders may be individuals or entities, whether local or foreign. Voting: Different classes of shares may be granted single or multiple votes. Transfer of Shares: Bylaws may include restrictions, including sale prohibitions for up to 10 years.
Corporate Purpose: Specific purpose, with amendments required to broaden it.
Partners: Minimum of 2 and maximum of 50 partners. Partners may be individuals or entities, whether local or foreign.
Voting: One vote per share.
Voting: One vote per quota.
Transfer of Shares: Free transfer, although limitations may
Transfer of Quotas: Restrictions for third parties: approval by 75%
be
(if more than 5 partners) or unanimity (if fewer than 5 partners).
established.
The capital stock quotas are nominative, and the holders of the same appear in the articles of incorporation. Consequently, in
ILN Corporate Group – Establishing a Business Entity Series
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