Corporations

Corporations.
The most important types of companies in Uruguay are:
. Corporation (Sociedad Anónima)
. Branch Office of Foreign Company
. Off Shore Corporation (Holdings)
. Limited Liability Company (Sociedad de Responsabilidad Limitada)
. Free Zones Corporations.
There are special regulations for banks and insurance companies.

Corporation (with capital stock)
This type of company is characterized by the existence of a minimum capital divided into transferable shares.
The capital stock must be represented by shares with face value expressed in national currency.
Shares may be bearer or registered (endorsable or not), and holders may be national or foreign individuals or juridical persons.
Shares may be common or preferred.
A corporation may be either a Public or Private Company.

Public Corporation (Sociedad Anónima abierta)
Those that quote their shares on the stock exchange, or those that invite the public to subscribe for their shares or debentures are said to be public.
All companies not registered as public corporations are regarded as private corporations.

Prívate Corporation (Sociedad Anónima cerrada)
Incorporation. At least two founding members are required to establish a Corporation.
Capital. The amount of the authorized capital is fixed by the founder in compliance with the legal minimum.
The capital may be paid in cash or in kind.
The capital stock must be represented by shares with face value expressed in national currency.
Shares may be bearer or registered (endorsable or not), and holders may be national or foreign individuals or juridical persons.
Shares may be common or preferred.
Despite the fact that a minimum of two persons are required for founding a corporation the total block of stock may be held by a single shareholder.
For certain activities only registered shares are permitted (television, broadcasting, banking activities).
Management The corporation bodies are the Board of Directors and the Meeting of Shareholders.
The corporation is directed and administrated by a Board of Directors which is appointed by the Meeting of Shareholders.
There are no legal requirements as to the number of members of the Board of Directors.
Board members may be national or foreign individuals or juridical persons, be they Shareholders or not, domiciled in the country or abroad.
Board members may act on their own behalf or through agents and the granting of powers of attorney is not subject to formalities.
Board members are elected for a specific term and can be re-elected indefinitely.
Legal representation of the corporation rests with the chairman of the Board, unless otherwise established in the bylaws.
The Meeting of the Shareholders is the maximum body of a corporation and can meet in regular and special sessions.
The Ordinary Meeting of Shareholders takes up the company's Balance Sheet, the distribution of earnings and the appointment of the Board of Directors.
Extraordinary meetings of Shareholders must necessarily resolve, without the possibility of the bylaws establishing otherwise all questions related to amendment of the bylaws, increase or decrease in capital, reimbursement of capital, merger, transformation or dissolution of the company, redemption, reimbursement and amortization of shares and other relevant issues.
A system of protection for minority shareholders determines a series of basic rights, such as the right to dividends, the right to preference in increase of capital, the right to vote, the right to information, the right to recess, the right to verification and the right to call Shareholders meetings with a certain percentage of support (20%).
Organization Within six months from the end of each financial year, a Shareholders meeting must be called to approve the annual financial statements. There the statutory auditors, if any, present their annual report to the Shareholders.
Ownership of a simple majority (50% + 1 vote) of the voting rights gives effective control of the company.

Branch office of foreign company
Pursuant to Law No. 16.060, companies duly established abroad are recognized in Uruguay as a matter of law. Such companies are governed, as regards existence, status, operation and dissolution, by the laws of their place of constitution, insofar as they do not violate international public policy in Uruguay.
Foreign companies intending to undertake activities in Uruguay on a regular basis must establish a branch in the country.
For such purposes they must file their incorporation papers with the Public Registry of Commerce, along with a resolution by the home office establishing the opening of the branch, its domicile, the appointment of an agent, and the allocation of capital in an amount not less than the minimum required for domestic corporations.
All documents are to be duly legalized.
Subsequently, the incorporation papers are to be published.

Off Shore Corporation (Holdings)
The Sociedad Anónima Financiera de Inversion (SAFI) is a form of Holding Company which constitutes a special category within the Uruguayan Corporations. It has as its purposes commercial and financial activities of an off shore nature within a very favorable Tax System. A Corporation is considered to have Off Shore activities when the Company develops all its economic activities outside Uruguay, nevertheless, it can be managed and domiciled in Uruguay.
The purpose of this kind of Company is very broad and must be oriented towards economic activities outside Uruguay.
As an example these Companies can:
. maintain all types of bank account in any currency (even within banks in Uruguay)
. own any type of shares, bonds, securities, certificates, debentures and bills not issued by Uruguayan companies, except treasury bonds.
. own precious metals.
. own real property.
. undertake any other commercial or industrial activity permitted in the country in question.
Constitution Holding Companies are established by a procedure similar to that of regular corporations.

Free zones Companies.
These corporations have as their object, to develop activities of direct or indirect users of free zones established in the country, taking advantage of the fiscal exemptions of those areas. The incorporation procedure of free zone corporations is simpler than the established procedures for regular ones.
The minimum capital for such corporation is approximately U$S 23.000.-, 50% of the capital must be subscribed and 30% paid-in cash or in kind. They must be founded by three natural or juridical persons and the incorporation papers are filed directly with the Public Registry of Commerce.
Such corporations are not subject to any restrictions as to their share holders who may be natural or foreign individuals or juridical persons.
Free Zone users are exempted of all taxes except for the ones referred to social security contributions.
As regards all other matters they are governed by the regulations for normal corporations.