Uruguay Corporation (SA)
Acquisition of Uruguayan Offshore Corporation (Sociedad Anónima - SA)
Recurring Maintenance Fees as from the 2nd year - $4890.
Please note: If applying for a corporate bank account outside of Uruguay, you will need to order a full set of apostilled company documents in English.
FACTS & INFO
No taxes on foreign assets or income, no taxes on distribution of dividends. The only tax due is an annual flat tax (“ICOSA”): USD 550.
AUDIT AND FINANCIAL RETURNS
A SA must, keep accounting books (which don’t require periodic recording or filing anywhere). The physical presence in Uruguay of the corporation’s owners (shareholders) is not required for any of these activities.
The most important types of companies in Uruguay are: Corporation (Sociedad Anónima), Branch Office of Foreign Company, Offshore Corporation (Holdings), Limited Liability Company (Sociedad de Responsabilidad Limitada), Free zones Corporations. The most frequently used type of company by international investors in Uruguay is a Corporation (Sociedad Anónima)). A Corporation is considered to have offshore activities when the Company develops all its economic activities outside Uruguay, nevertheless, it can be managed and domiciled in Uruguay. The purpose of this type of company is very broad and must be oriented towards economic activities outside Uruguay.
INCORPORATION Incorporation: Any person or company, of any nationality, may acquire or incorporate a SA. There are two ways to own a SA: by incorporating a new one, or by acquiring a 'dormant' one that has already been incorporated. The latter is the most common method, since SAs that are pre-incorporated have by-laws with a broad spectrum of permitted activities that allow practically any kind of profit or non-profit activity. It is also practical to buy already incorporated company due to comparatively long procedure of the incorporation of a new company.
The name can be in any language, which uses the Latin alphabet, but the Registrar may request a Spanish translation. The name must contain the words ‘Sociedad Anonyma’, or ‘SA” to denote limited liability and type of the company. Names containing the following words require consent or a license: Bank, Buildings Society, Savings, Loans, Trust, Insurance, Assurance, Re-Insurance, Fund Management, Investment Fund, Fiduciary, Broker or their foreign language equivalents. The following names can not be approved: a name that is similar or identical to an existing company, a name that is known to exist elsewhere, a name that in the opinion of the Registrar is undesirable or offensive, a name that implies illegal activities or implies Government patronage.
Company does not require more than one shareholder, which may be individuals or bodies corporate. Shareholders may be non-Uruguayan.The details of company beneficial owners and shareholders are not part of the public records. In case of bearer shares the name of the shareholder must be recorded in confidential registry at Central Bank of Uruguay. Presence of shareholders is not required in Uruguay.
The usual authorized capital is USD 5,000. No minimum capital is required nor is there any maximum capital limit. Shareholder’s liability is limited to the paid-in capital Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
A minimum of one Director of any nationality is required and a maximum of seven members can compose the Board of Directors. Corporate Directors are permitted. Local Directors are not required. Changes of Directors must be registered and communicated to government offices and they appear on the public file.
REGISTERED OFFICE AND LOCAL AGENT
Uruguay companies must maintain a registered office and registered agent within Uruguay. Registered agent may be a body corporate or an individual resident in Uruguay.
A SA has two bodies: the Board of Directors and the Shareholder Assembly (plus an optional Auditing Committee). The main body is the Shareholders' Assembly. It must meet once yearly. Shareholders may empower third parties to represent them in the annual shareholder meeting. This body designates the Director(s) and their powers.
TIME NEEDED FOR FORMATION
Usually it is up to 20 – 30 business days, and we need up to 10 working days for legalization of the documents and delivery by courier. To shorten the time for incorporation shelf companies are available.
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN URUGUAY INCLUDE:
- Name check and approval
- Filing incorporation documents with Registrar of companies
- A standard set of original corporate documents
- Payment of annual flat tax
- Mandatory registration of directors with the public registry
- Provision of registered agent and registered office for one year
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically will be $130. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.