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[ESTABLISHING A BUSINESS ENTITY IN URUGUAY]
order to transfer them, a transfer of capital stock must be made. Capital Contributions: At least 50% in cash and 100% in kind must be contributed at incorporation, with 24 months to complete cash contributions. Share Premiums: Does not allow different premiums in the same issuance. Meetings: May only be held at the registered office.
Capital Contributions: At least 25% of the contractual capital must be integrated at the time of incorporation, and no minimum or maximum amounts of contractual capital are required by law. Share Premiums: Does not allow different premiums in the same share issuance. Shareholder Meetings: Meetings may only be held at the registered office. Shareholders are required to attend the meeting and vote in person or by proxy. Liability: Limited to the contribution, except in cases of fraud or abuse. Shareholders Agreements : Enforceable if registered with the National Registry of Commerce and meet requirements.
Capital Contributions: At least 10% in cash and 100% in kind must be contributed at incorporation, with 24 months to complete cash contributions.
Share Premiums: Allows different premiums in the same share issuance.
Shareholder Meetings: May be held at the registered office or elsewhere, subject to quorum requirements. Shareholders are required to attend the meeting and vote in person or by proxy. Liability: Limited to the contribution, except in cases of fraud or abuse. Shareholders Agreements: Enforceable if deposited with the company’s administration, which must monitor compliance.
Liability: Partners are liable for salary debts, IRAE, and social security contributions. Shareholders Agreements: Not enforceable against the company.
Central Bank Communication: Mandatory.
Central Bank Communication: Mandatory.
Central Bank Communication: Mandatory, except when all partners and ultimate beneficial owners are natural persons.
Public Offering of Shares: Allowed. Public Offering of Shares: Not allowed. Public Offering of Shares: Not allowed.
Control by AIN: Under AIN supervision from incorporation.
Control by AIN: Subject to control only if annual income exceeds 37,500,000 Indexed Units (UI). Publication of Incorporation: Not required. Tax Treatment: IRAE (25% or presumed regime if income < 4,000,000 UI); no ICOSA. Must contribute to the BPS the administrator, legal representative, or board of directors, whether remunerated or not. All individual members must be beneficiaries of the National Health Insurance. Transformation: May be transformed into any corporate type, by decision of shareholders representing the
Control by AIN: Not under AIN supervision.
Publication of Incorporation: Mandatory.
Publication of Incorporation: Not required. Tax Treatment: IRAE (real or presumed regime if income < 4,000,000 UI); no ICOSA. Contributions to the BPS may be chosen for a partner or a managing partner.
Tax Treatment: IRAE (25%); ICOSA (approx. USD 500 annually). Contributions to the BPS are required for directors with remuneration. Non- remunerated directors are exempt pursuant to article 171 of Law 16.713.
Transformation: May be transformed into any corporate type except an
Transformation: May be transformed into any corporate
ILN Corporate Group – Establishing a Business Entity Series
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