What is the main source of law authorising this entity form?

Commercial Companies Law, No. 16.060

Give a brief summary of the entity form:

S.A. are entities where the capital is divided into shares, which may be represented by negotiable instruments. They have a legal personality separate from that of their shareholders, whose liability is limited to the payment of the capital they subscribe; shareholders are not personally liable for the company’s debts.
The governing bodies are the shareholders’ meeting and the board of directors, with the possible existence of a supervisory committee (“Comisión fiscal”). The constitutive document is the bylaws. There is no maximum period of existence; this is determined by the parties.

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

Yes

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

Yes, the law specifically regulates the figure of publicly held corporations (“Sociedades Anónimas Abiertas”) which are those that resort to public savings for the integration of their initial capital or to increase it.

Can this type of entity be used for a non-profit or charitable organization?

No

Give a brief summary of the process of incorporation, formation, or organization, including:

The first step is the drafting and signing of the bylaws by the founding shareholders. The bylaws must, at a minimum:

(i) identify the founding shareholders; (ii) clearly state that the chosen corporate form is a S.A.; (iii) establish a corporate name for the company; (iv) establish a registered office (domicile); (v) establish the company’s duration, which may include an automatic renewal clause; (vi) define the purpose or scope of the entity’s business activities—that is, the framework within which it may operate (e.g., international trade, forestry, construction, among others). There is no limit to the number of business purposes that may be included; (vii) state the initial capital of the company; (viii) set out the initial contributions of the founding shareholders; (ix) establish the method for distributing profits and covering losses; (x) define the characteristics of the shares; and (xi) define the rules for management, shareholders’ meetings, and internal control.

Once the bylaws have been drafted and signed, they must be submitted to the National Internal Audit Office ("Auditoría Interna de la Nación") for approval within 30 days of their signing. Once approval is obtained, the company must be registered with the National Trade Registry ("Registro Nacional de Comercio") within 30 days of said approval. The final step consists of publishing, within 60 days following registration, notices in two newspapers—one of which must be the "Diario Oficial" . These notices must contain an extract including the company’s name, capital, purpose, duration, registered office, and registration details.

Once this procedure is completed, the company will be duly incorporated.

The approximate cost of incorporating a corporation (S.A.) is in the range of USD 2,700 to USD 2.900, as detailed Below:

Concept	Approximate Cost (USD)
Incorporation Tax for SA	1.305
Submission of bylaws for approval by the National Internal Audit Office (standardized bylaws)	890
Submission of bylaws for approval by the National Internal Audit Office (non-standardized bylaws)	1.115
Registration with the National Trade Registry	62
Publications related to the incorporation	450

The estimated time for incorporation is between 2 and 3 months.

Minimum number of incorporators / shareholders and residency requirements

The S.A. must have at least two founding shareholders; however, once it is incorporated, it is possible for the company to have a single shareholder holding the entire share capital. There are no requirements regarding residency.

Minimum number of directors (or other applicable officers) and residency requirements

The law does not establish minimum or maximum requirements for initial capital, so the amount is determined by the founding shareholders. They are required to contribute at least 25% at the time of incorporation and to subscribe (i.e., undertake the obligation to contribute) the remaining capital necessary to reach 50%. This obligation does not have expiration term.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

The law does not establish minimum or maximum requirements for initial capital, so the amount is determined by the founding shareholders. They are required to contribute at least 25% at the time of incorporation and to subscribe (i.e., undertake the obligation to contribute) the remaining capital necessary to reach 50%. This obligation does not have expiration term.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

The physical presence of the founding shareholders is required for the purpose of signing the company's bylaws.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

Yes, companies must be registered in the Single Taxpayer Registry ("Registro Único Tributario”), where they are assigned an identification number. The registration is requested before the Tax Administration Directorate ("Dirección General Impositiva"), an executive unit under the authority of the Ministry of Economy and Finance ("Ministerio de Economía y Finanzas")

What is the title of the applicable company registry?

The S.A. bylaws, once approved by the National Audit Office ("Auditoría Interna de la Nación"), must be registered with the National Trade Registry ("Registro Nacional de Comercio") within 30 days from the date of approval. The registry is a public agency.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

• Articles or other formation document
• Ownership identification (direct and/or indirect ownership, and/or 'beneficial owners')
• Group structure
• Share capital
• Directors
• Accounts
• Insolvency, good-standing, liquidation
• Liens and encumbrances on the shares
• Liens and encumbrances on assets of the entity
• Other (e.g. litigation, tax matters)

“Sociedades Anonimas” must register their bylaws with the National Trade Registry. In addition, they must report to the registry any appointment of an administrator, director, or representative made by an act other than the bylaws, as well as any termination or revocation of such appointments. Furthermore, both resident and non-resident entities (with certain exceptions) are required to report to the Central Bank of Uruguay ("Banco Central del Uruguay") the identity of any holders of bearer shares. They must also clearly identify their ultimate beneficial owners before the Central Bank’s Beneficial Ownership Registry.

This information will become public.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The executive body of a S.A. can be either a single administrator or a board of directors, the latter being the most common. In the case of publicly held corporations (“Sociedades Anónimas Abiertas”), it must always be a board of directors. The administrator or board of directors is responsible for managing the company—that is, overseeing and conducting the company’s business and making decisions regarding it. Unless otherwise agreed, they also represent the company before third parties. They are liable to the company for any harm they may cause to the company or its shareholders through improper performance of their duties, whether through negligence, intentional misconduct, or violation of the law or the bylaws.

How are the members of the executive body appointed, dismissed and replaced?

The members of the company’s executive body—whether a single administrator or a board of directors composed of directors—can be appointed by the bylaws or by the shareholders’ meeting. Their removals and replacements are decided by the shareholders’ meeting.

Yes, it is possible to appoint an entity as a director

Yes, it is possible to appoint an entity as a director

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

No, it is not a requirement

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The body of shareholders is called the shareholders’ meeting. It is the governing body of the company and is responsible for appointing and overseeing the administrator or board of directors. Among other duties, the shareholders’ meeting is responsible for: reviewing all matters related to the management of the company (such as the financial statements and profit distribution proposals), appointing or removing the administrator or directors, approving amendments to the articles of incorporation, capital increases and reductions, and the redemption, repayment, or amortization of shares.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

The law distinguishes between ordinary and extraordinary shareholders’ meetings. For ordinary meetings, quorum on first call requires the presence of shareholders representing more than half of the voting shares. On second call, quorum is deemed to exist regardless of the number of shareholders present or the percentage of voting shares they represent.

For extraordinary meetings, quorum on first call requires the presence of shareholders representing 60% of the voting shares, unless the bylaws establish a higher quorum. On second call, quorum requires the presence of shareholders representing 40% of the voting shares, unless the bylaws require a higher or lower quorum

Regarding voting majorities, the general principle is that resolutions of the shareholders’ meeting are adopted by an absolute majority of the voting shares present, regardless of the total number of shares issued. This principle may be modified either by law, by the company’s bylaws, or by shareholders’ agreements.

For example, the law requires a majority representing 75% of the paid-in capital to decide not to distribute the minimum 20% dividend established by law.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

Yes, for publicly held corporations (“Sociedades Anónimas Abiertas”), the law establishes a special regime for certain aspects. For example, the board of directors must meet at least once a month, and the company must also have an internal oversight body, either composed of one or more statutory auditors (“síndicos”) or a supervisory committee.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

The law provides that the financial year shall be one year long, and the administrators or the board of directors are free to determine the closing date. Financial statements must be prepared and presented, in accordance with applicable accounting standards, to the shareholders’ meeting for review and approval, and to the National Audit Office ("Auditoría Interna de la Nación"), which is the state oversight body.

Is the entity permitted to determine its own financial year?

Yes, as mentioned in the answer to question 23, the law establishes that the financial year is one year long, and that the administrators or the board of directors have the freedom to determine the closing date.

Is the entity subject to any statutory (external) auditor obligations?

Yes, S.A. are subject to oversight by the National Audit Office ("Auditoría Interna de la Nación"), a state supervisory body. This body is responsible for:

• Supervising the incorporation and legality of S.A., including capital changes (increases, reductions, reimbursements, redemptions), amendments, redomiciliations, transformations, mergers, demergers, early dissolutions, special audits, appointment of interim administrators, and callings for shareholders´ meetings;
• Monitoring the operation of publicly held corporations (“Sociedades Anónimas Abiertas”);
• Overseeing the subscription and payment of capital by founders shareholders of S.A. whose sole purpose is to operate as users of the free trade zone; and
• Ensuring compliance by obligated parties to report, via sworn statement, the ownership of equity interests and ultimate beneficial owners to the registry maintained by the Central Bank of Uruguay.

In addition to oversight by this state body, companies may have internal control bodies, headed by one or more statutory auditors (“síndicos”) or by a supervisory committee. This is mandatory for publicly held companies.The powers and duties of the internal control body, without prejudice to others that may be established by the bylaws, include, among others:

• Overseeing the administration and management of the company;
• Examining the company’s books and documents;
• Verifying the annual financial statements;
• Attending board of directors’ and shareholders’ meetings with a voice but without voting rights; and
• Calling extraordinary shareholders’ meetings when deemed necessary, as well as calling ordinary shareholders’ meetings if the administrator or board of directors fails to do so.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

Yes, in the case of publicly held companies, it is mandatory to have an internal control body composed of one or more statutory auditors (“síndicos”) or a supervisory committee, whose main functions were described in the answer to question 25. There are no residency requirements for the members of this body.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares (Acciones)

Are different classes of ownership interests possible? If so, what are some examples of different classes?

According to the law, shares can be classified either based on the rights they grant or on the way they are transferred:

• For the classification based on the rights they grant, shares can be common (ordinary) or preferred. Common shares are those that do not grant any special financial benefits or special political rights compared to other shares in the company. On the other hand, preferred shares are those that grant some financial or political right that is different from or greater than those granted by common shares.
• For the classification based on the way they are transferred, shares can be bearer, registered, or book-entry.

What documentation is required for the transfer of ownership interests?

It depends on the type of share:

• If they are bearer shares, which do not identify their holder in the document and are not issued in favor of a specific person, they are transferred by simple delivery, without the need to comply with any other formality.
• If they are registered shares, in which the holder is identified both in the document and in a Register of Registered Shares kept by the company, their transfer requires the delivery of the share certificate, the execution of an endorsement (if there is more than one, the chain must be uninterrupted), and the registration of the transfer in the company's Register of Registered Shares.
• If they are book-entry shares, which are shares for which no physical certificate exists and are instead recorded through accounting entries in the book-entry share account, the transfer only requires that it be recorded in the Book-Entry Securities Register maintained by a registration entity where the shares are registered. The person listed in the register is presumed to be the legitimate holder of the shares.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

As a general rule, the requirements are those described in the answer to Question 29.
As a special case, for S.A. engaged in financial intermediation activities, Article 43 of Law 15.322 establishes that S.A. carrying out financial intermediation must expressly include in their bylaws that shares are only transferable with prior authorization from the Central Bank of Uruguay (“Banco Central del Uruguay”)

Are there any applicable stamp duties imposed when transferring ownership interests?

No, there are no stamp duties specifically imposed on the transfer of shares under Uruguayan law

How are shares issued? (including information on payment obligations, registration requirements)

Shares are issued by the company once their full amount has been paid in. Until that occurs, only provisional registered certificates may be issued.

Regarding registration, as mentioned in the answer to Question 29, if the share is registered (nominative), it must be recorded in the Shareholders’ Register kept by the company; if it is a book-entry share, it must be recorded in the Book-Entry Securities Register maintained by a registration entity where the shares are registered.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

The law establishes that capital contributions may be made in kind (non-cash). In such cases, the contributed assets will be valued at market value or by certificates issued by government agencies or official banks, or, if this is not possible, by experts.

Under the law, the possibility of making share premium contributions without the issuance of new shares or an increase in share capital is not contemplated. This means that share premium contributions can only occur in the context of a formal share issuance operation and not independently.

Regarding partially paid shares, the law establishes that shares cannot be issued until their full amount has been paid. In these cases, provisional certificates may be issued, which are negotiable and divisible, and grant the holder the same rights as a fully paid share.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

the law provides for the possibility for the company to redeem (rescue) shares. This procedure consists of paying the value of the shares in order to permanently remove them from circulation, either with or without a capital reduction (in which case a new nominal value must be assigned proportionally to the remaining shares). The redemption must be approved by an extraordinary shareholders’ meeting, and a special balance sheet must be prepared for that purpose prior to the adoption of the resolution.

Furthermore, the law authorizes the company to acquire its own shares only under the following conditions: (1) exceptionally, with realized and liquid profits or free reserves when the shares are fully paid-in and in order to avoid serious harm, which must be justified at the next ordinary shareholders’ meeting; and (2) when the shares form part of the assets of a business acquired by the company or of a company being merged into it.

In these cases, the board of directors must sell the acquired shares within one year from the date of acquisition, unless an extension is approved by the shareholders’ meeting. The rights attached to these shares are suspended until the company sells them, and they shall not be counted for the purposes of determining quorum or voting majorities at shareholders’ meetings.

Any requirements with respect to distributions to shareholders?

The law establishes that, in order to distribute profits to shareholders, the following requirements must be met: the profits must arise from a properly prepared financial statement, which must be approved by the majority of shareholders in a general meeting, and must reflect net profits.
The law grants shareholders the right to receive a minimum dividend of 20% of the net profits from each fiscal year.
This obligation does not apply only when the shareholders' meeting decides otherwise by a 75% majority vote of the share capital, based on a prior report from the statutory auditor (sindicatura), and when the profits for the year are used either to rebuild the legal reserve (which must always amount to 20% of the capital) or to cover losses from previous fiscal years.

Capital reductions provided for by law must be approved by the shareholders’ meeting.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes, the law provides that shareholders may enter into shareholders' agreements. These agreements may regulate the purchase and sale of shares, the exercise of preemptive rights, voting rights, as well as any other lawful purpose.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

Regarding ongoing legal maintenance costs – excluding professional fees – corporations (S.A.) are required to pay an annual tax known as the Corporation Control Tax. The amount is updated annually and has been set at approximately USD 650 for the year 2025. This tax is paid on a monthly basis through advance payments.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

The general corporate taxes and their respective rates are:

• Corporate Income Tax (“Impuesto a las Rentas de las Actividades Económicas”):
  A rate of 25% is applied to net taxable income generated from Uruguayan-source business activities.
• Net Worth Tax (“Impuesto al Patrimonio”):
  S.A. are also subject to an annual net worth tax  at a rate of 1.5% on net worth located in Uruguay.

Summary of any specific matters, e.g. recent or prospective major legal developments

N/A.