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Company Incorporation in Uruguay

How to start a Uruguayan limited company. Incorporation or formation of a company in Uruguay.

 

 

Types of Company in Uruguay

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The company is Uruguay is called the SA company, or Sociedad Anónima. Some SA companies, formed in Free Zones (Zonas Francas) have substantial tax concessions. Formerly there were companies called SAFI's, which are well known and fiscally transparent. No new ones can now be created.

Incorporation of Companies in Uruguay

  • The draft company statutes need to be signed with a notary. A standard form of company deeds can be used.
  • The company statutes need to be approved by the Registry (Auditoría Interna de la Nación) .
  • The deeds and the new company needs to be registered with the National Registry of Commerce (Registro Nacional de Comercio)
  • A summary of the Statutes needs to be published in the Official Gazette and in one local newspaper
  • The company is then registered with the Tax Administration Directorate (Direccion General Impositiva)

Legalisation of Company Books

When the company is formed, the following books need to be stamped by the National Registry:

  • The Journal
  • The stock book,
  • The letter copybook,
  • The register of minutes of board meetings
  • The register of minutes of shareholders’ meetings
  • The shareholders’ meeting attendance book.

Declarations to Commence Activities

A document is lodged with the Commercial Registry stating the subscribers’ names and national identification numbers. This document is considered to be needed in order to allow the company to open a bank account and to start commercial activities.

Registration of the Company for Taxes

The company has to be registered with the Tax Administration (the "Direccion General Impositiva") and with the Social Security Fund (Banco de Previsión Social)