Uruguay
- Uruguayan law does not contain a specific statute regulating commercial agency agreements. Instead, the legal framework derives mainly from general provisions governing commercial contracts.
In particular, the relevant legal sources include the Commercial Code provisions on commercial contracts and obligations, as well as supplementary rules of the Civil Code relating to contractual capacity, validity, and interpretation of agreements. Additionally, commercial customs and usages may play a role in interpreting and integrating agency contracts.
In practice, commercial agency agreements are therefore considered atypical contracts, whose legal regime is mainly determined by contractual autonomy, general principles of commercial law, and judicial interpretation.
As highlighted in legal doctrine, the lack of specific regulation means that courts frequently rely on general contractual principles, commercial practices, and comparative law when resolving disputes involving agency agreements. - No collective agreements specifically applicable to commercial agents exist in Uruguay.
Commercial agents are typically regarded as independent commercial intermediaries, rather than employees. Consequently, labour law regulations and collective bargaining agreements do not normally apply to them.
Collective agreements negotiated through the wage councils system are applicable only to employment relationships characterized by legal subordination. Since the commercial agent usually operates independently and assumes entrepreneurial risk, the relationship is generally governed by commercial and contractual law rather than labour law. - Uruguayan legislation does not expressly establish a statutory indemnity regime for commercial agents upon termination of the agency agreement.
However, according to legal doctrine and case law, compensation may arise depending on the circumstances of the termination and the contractual framework between the parties.
Courts may grant compensation where termination occurs in a manner that generates damages to the agent, particularly when the agent has developed a client base or made significant investments that continue benefiting the principal after termination.
In such situations, indemnification may be granted under general rules of civil liability, typically covering damages such as loss of profits or compensation for the clientele developed by the agent. - Uruguayan law does not establish a specific statutory time limit requiring commercial agents to notify the principal after termination in order to preserve their right to compensation.
Instead, any claims arising from the termination of an agency agreement are generally subject to the ordinary rules governing prescription of contractual actions under civil law.
However, the parties may contractually establish notification requirements or time limits within the agency agreement itself. - Carolina Chapiro (cchapiro@adders.com.uy); Mr. Federico Formento (fformento@adders.com.uy)
