Uruguay
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For foreign investors looking to establish a business in Uruguay, the Sociedad por Acciones Simplificada (S.A.S.) has become the vehicle of choice in our practice. It combines limited liability, broad flexibility to tailor governance, shareholders’ rights and decision-making, and a streamlined incorporation process.
The S.A.S. is itself a more flexible and expeditious alternative to traditional corporate forms, such as the Sociedad Anónima (S.A) and the Sociedad de Responsabilidad Limitada (S.R.L). For qualifying structures, Uruguay also offers a fully online incorporation and registration procedure, currently available where shareholders, administrators and legal representatives are exclusively individuals, subject to the requirements of the digital regime.
As regards books and records, Uruguay does not provide for a fully dematerialized regime for all statutory corporate books. However, the Libro Diario and Libro Inventario may be replaced by electronic or digital documents bearing an advanced electronic signature. S.A.S. shareholder and management meetings may also be held by videoconference or other means of simultaneous communication.
The S.A.S is not available for companies making a public offering of their shares, companies with direct or indirect public-sector shareholders, or companies engaged in activities for which the law requires a specific corporate form.
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A S.A.S. may be incorporated by a single shareholder, and there is no statutory minimum capital amount. It may therefore be wholly owned by a single foreign investor. Where the sole founder is a legal entity, however, it must be an entity other than a Sociedad Anónima.
The share capital must be fully subscribed or paid in upon incorporation. At that time, at least 10% of the share capital must be paid in where the contribution is monetary, while contributions in kind must be fully paid in. In no event may the period for full payment of the shares exceed 24 months. Accordingly, although there is no statutory minimum capital amount, a S.A.S. cannot be incorporated without any initial capital contribution.
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The distinction is mainly procedural rather than one of eligibility. Uruguay does not impose general nationality or residence requirements on S.A.S. shareholders, and both foreign individuals and foreign legal entities may hold shares in a S.A.S. However, where the S.A.S. is incorporated by a single legal entity, that entity cannot be a Sociedad Anónima. For a foreign corporate founder, its legal form should therefore be assessed before choosing a single-shareholder structure.
Foreign legal entities must provide documentation evidencing their legal existence and authority to act. Depending on their role in the local company and the applicable tax registration requirements, registration with the Uruguayan tax authorities (DGI) may also be required.
A S.A.S. with a legal entity as shareholder is outside the simplified fully online incorporation route referred to above. S.A.S. entities are also subject to Uruguay’s beneficial ownership and shareholder disclosure regime before the Central Bank of Uruguay (BCU).
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No. As a matter of corporate law, there is no general requirement for S.A.S. administrators or legal representatives to be Uruguayan nationals, residents or tax domiciled in Uruguay.
Legal representation may be entrusted to one or more individuals or legal entities, as provided in the bylaws. Specific tax, social security or regulatory requirements may nevertheless apply depending on the circumstances or the company’s activities.
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Federico Formento – fformento@adders.com.uy.
