Uruguay Offshore Company Formation

Uruguay offshore company

The information below displays the requirements to register a Uruguay offshore company (Uruguay Corporation). We provide details on the maintenance, shareholder requirements, the minimum capital requirements for Uruguay company formation, along with the legal form, naming requirements, documentation required and director and secretary requirements.

The information below is a guide and may be subject to the most recent changes of the legislation in various jurisdictions.

Requirements for a Uruguay Company (Corporation)

Legal form: 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) and 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 conduct offshore activities when the Company develops all of 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 orientated towards economic activities outside Uruguay.

Name of the company: The name can be in any language that 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 cannot 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.

Incorporation: Any person or company, of any nationality, may acquire or incorporate a Uruguayan SA. One needs to pick a company name and decide who the director will be, and a company is activated instantly. There are two ways to own an 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 an already incorporated company due to the comparatively long procedure of the incorporation of a new company.

Offshore Activities (examples): Investment vehicle, Holding company, Asset-protection vehicle, Lender, Trading company, SPV to securitize assets abroad, Owner/holder of patents and copyrights, Vehicle to provide professional or advisory services

Shareholders: A Uruguay company does not require more than one shareholder, who may be an individual or corporate body. The details of company beneficial owners and shareholders are not part of the public records. Shareholders may be non-Uruguayan. Presence of shareholders is not required in Uruguay. Shareholders may be foreign citizens or entities.

The share capital: Shares may be bearer shares or nominative shares. One shareholder may own 100% of the shares. Bearer shares are transmitted by simple delivery. No minimum capital required; no maximum capital limit. Shareholder’s liability is limited to the paid-in capital

Directors of the company: It may have one or more members (they may be foreign citizens, even entities, and are not required to be shareholders). The BOD is the executive body and may have unlimited or limited powers. It must meet once a year, locally or abroad, and it may do so by proxies.

Registered office and local agent: Uruguay companies must maintain a registered office and registered agent within Uruguay. A registered agent may be a corporate body or an individual resident in Uruguay.

Taxation:No taxes on foreign assets or income. No taxes on distribution of dividends. The only tax due is an annual flat tax (“ICOSA”): USD 420.

Audit and financial returns: Keep accounting books (which don’t require periodic recording or filing anywhere). Prepare financial statements once a year.  The physical presence in Uruguay of the corporation’s owners (shareholders) is not required for any of these activities.

Shareholder’s Meeting: It appoints the Board of Directors and approves the financial statements and the distribution of dividends. It must meet once a year, and it may do so by proxies.

Time needed for formation: Usually it is up to 6 weeks, but 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 fees and prices for the formation/purchase of Uruguay SA

Uruguay Company Formation cost includes:

– Name check and approval
– Filing incorporation documents with Registrar of companies
– One set of standard corporate documents
– Payment of annual flat tax
– Mandatory registration of directors with the public registry
– Provision of registered office and address for one year
– Rubber stamp

Optional services (to be chosen by the client)

– Provision of nominee shareholder
– Provision of nominee director
– General Power of Attorney issued by nominee director
– Notarial certification
– Legalization
– Opening a corporate bank account
– Bank card application
– Certificate of Good Standing
– Mail collection, mail forwarding
– Provision of postal address
– Metal seal
– Extra rubber stamp

Recurring maintenance fees from 2nd year and after

– Provision of registered office, agent, basic book keeping and tax payments
– Annual flat tax (ICOSA)

We invite you to Contact Us for further details and a free quotation.