Commercial and corporate advisory

Corporate governance and corporate acts: We draft and protocolize minutes of shareholders' meetings — ordinary, extraordinary and unanimous — and board of directors' minutes. We instrument statutory amendments, changes of administrators and directors, and the declarations required by Law 17.904. We handle beneficial owner disclosure under Law 19.484 and the bearer share regime under Law 18.930. We authorize and authenticate corporate books. Commercial contracts: Purchase and sale of membership interests and shares, assignments and transfers of stakes. Service, supply, distribution, franchise and licence agreements. Shareholder agreements and para-social accords. Inter-company and related-party loans, promissory notes and corporate guarantees. Corporate reorganizations: Mergers, spin-offs and conversions under Law 16.060 and Law 19.820 where SAS are involved. Capital contributions, redemptions and reductions. Redomiciliation, both for foreign companies coming into Uruguay and local companies moving abroad. Pledges and vehicle transactions: Pledges over membership interests and shares, machinery, vehicles and rolling stock, with the corresponding registry registrations. Purchase and sale of motor vehicles and commercial vehicles used in business. Promissory notes that commonly form part of these transactions. Notarial due diligence: Corporate and registry review prior to M&A transactions, share package acquisitions and reorganizations. Verification of current authority, scope of powers of attorney, relevant contracts and compliance with registration obligations. Issuance of notarial certificates of existence and good standing when required by counterparties.

In all these transactions we act as obligated subjects under Law 19.574 and SENACLAFT regulations. We apply the due diligence level appropriate to each case — simplified, standard or enhanced — based on the client's profile, the type of transaction and the risk factors involved.

If your company needs ongoing advisory or you have a specific transaction, reach out to us. See also: Company formation.