Company formation and corporate advisory

As a general guide: if you are starting out alone or with a few partners and need agility, the SAS (Simplified Stock Corporation) is usually the right vehicle. If you already have an SME with stable partners, the SRL (Limited Liability Company) works well. If you are planning a larger company, multiple shareholders or investor participation, the SA (Stock Corporation) remains the standard. The final choice depends on your specific situation.

Since coming into force in 2019, the SAS has become the dominant vehicle for new businesses in Uruguay. - Streamlined incorporation: standardized form before the General Registry Office (DGR, Decreto 399/019) or public deed. - Single shareholder permitted. - No minimum share capital; liability limited to contribution. - Broad statutory freedom. - Obligations: accounting, financial statements, beneficial owner disclosure (Law 19.484) and shareholder register. - Taxation: generally IRAE (corporate income tax) and Wealth Tax, with a special regime available for certain single-shareholder SAS.

Classic structure for larger companies or those with multiple shareholders. - Capital divided into shares, freely transferable unless otherwise agreed. - Governing bodies: shareholders' meeting, board of directors or administrator, statutory auditor when required. - Initial integration: minimum subscription and paid-in capital percentages required by Law 16.060 must be met. - Publications in the Official Gazette and a national newspaper, and registration in the National Commercial Registry. - Mandatory registrations: beneficial owner (Law 19.484) and, where applicable, shareholder register (Law 18.930). - Closed vs. open SA: the closed SA keeps its shares within a restricted circle; the open SA lists on a stock exchange or accesses public savings.

- Capital divided into membership interests (quotas); their transfer to third parties requires partner consent as provided by law. - Up to 50 partners, no minimum capital. - Flexible management: one or more administrators, whether partners or not. - Liability limited to contribution. Note: partners may be held liable for the company's labor and tax debts under the terms of applicable regulations. - Beneficial owner disclosure (Law 19.484).

- General partnerships, limited partnerships and limited partnerships by shares. - De facto companies and their regularization. - Economic interest groups and consortia. - Foundations and civil associations (non-profit).

1. Case analysis and selection of business structure. 2. Drafting the articles of incorporation tailored to the business. 3. Execution by standardized form before DGR (SAS) or by public deed. 4. Publications and registration. 5. Registration with Tax Authority (DGI — RUT) and Social Security Bank (BPS); with State Insurance Bank (BSE) when employees are hired. 6. Opening a bank account. 7. Beneficial owner disclosure.

- Annual financial statements. - Shareholders' meetings / partner meetings and minutes. - Corporate books. - Maintenance of beneficial owner information (Law 19.484) and shareholder register where applicable (Law 18.930).

If you are considering incorporating a company or need to reorganize an existing one, reach out to us. We'll analyse your case and support you until the company is fully operational.