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[ESTABLISHING A BUSINESS ENTITY IN URUGUAY]
majority of paid-in capital with voting rights.
S.A.S.
type, including an S.A.S.
2. Other relevant corporate matters (Uruguay) In Uruguay, S.A., S.R.L and S.A.S may be incorporated by both local and foreign individuals or legal entities without nationality or residency restrictions. All companies must be registered before the National Registry of Commerce (NRC), the Tax Authority (DGI), and the Social Security Administration (BPS). In addition, direct shareholders and beneficial owners holding 15% or more of the participation must be reported to the Central Bank of Uruguay (BCU). Corporate governance structures vary, in the case of the S.A. there are three corporate bodies of the company: the Board of Directors, the Shareholders' Meetings (ordinary - AGOA- and extraordinary - AGEA-) and the Fiscal Commission or the Statutory Auditor (optional in the case of "closed" companies). The Board of Directors may have one or more members, both individuals and entities, of any nationality, domicile or residence, and may be shareholders of the company. Its meetings are not required to be held in the country. The AGOA must be held at least once a year at the domicile of the company, to approve the financial statements at the end of the fiscal year, discuss the performance of the Board of Directors and appoint its members and the company's trustee, if any. S.R.L.s are managed and represented by one or more individuals, partners or not, designated in the articles of incorporation. In general, resolutions at shareholders' meetings are adopted by those holding the majority of the capital stock if there are less than 20 shareholders. If there are 20 or more partners, resolutions are generally adopted by a simple majority of votes of the partners present, computed with one vote per contribution (in such case the regime is identical to that of the
S.A.). The S.A.S allow flexible governance he bylaws shall establish the structure and functioning of the governing bodies, and at a minimum the following shall be required: (i) Administration and Representation Body (or only one Legal Representative, as determined by the parties); and (ii) Shareholders' Meeting. Share capital requirements also differ, with no statutory minimum for S.R.L., partial integration rules for S.A., and full subscription for S.A.S. 3. Branch of Foreign Company Branches of foreign companies may conduct business in Uruguay subject to the bylaws of their head offices. They must be registered in the NRC, and their creation must be published in the Official Gazette and another private newspaper. They must also be registered with the DGI and the BPS. 4. Information of Owners and Beneficial Owners of Commercial Companies before the Central Bank of Uruguay (CBU) Direct holders and beneficial owners (those who own 15% or more of direct or indirect participation in the company) must register with the CBU in the registry created especially for these purposes, in accordance with Laws No. 18,930 (in force since 2012) and 19,484 (in force since 2016). Non-compliance carries significant financial and operational penalties. Access to the information provided will be restricted to certain government agencies: the DGI for inspections, the National Secretariat for the fight against money laundering and financing of terrorism (SENACLAFT), the Information and Financial Analysis Unit (UIAF) of the BCU, among others.
ILN Corporate Group – Establishing a Business Entity Series
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