Corporations

The Corporations are legal and commercial entities only to operate in Uruguay, that is to say that they are thought and ruled to operate in the Uruguayan jurisdiction.

According to the characteristics of the capital stock Corporations can be classified into two categories:

  • Bearer Shares Corporations
  • Nominative Shares Corporations

The first of them is the most used. Shareholders do not need to identify themselves except for the occasion when they attend the Shareholders´ Meeting.
The shares are assigned by their mere handing over, there is no legal formality to be gone through. So the Corporation owners can change with no notification to Government authorities or other entities.

On the contrary, the nominative shares identify their owners. So their endorsement and their registration in the corporation´s books are needed for their assignment.
According to the Uruguayan legal system there are some activities within a corporation´s ones that can NOT be developed through a Bearer Shares Corporation.
For instance,

  • The international passengers transport by land.
  • The international goods transport by land.
  • Certain services in the ports.
  • Pharmacies.

These mentioned activities can only be developed by Nominative Shares Corporations.

Another classification relates to the Board of Directors members´ faculties:

  • Restricted Corporations
  • Not Restricted Corporations.

The main characteristic of the Restricted Corporations is that the Board of Directors members and/or the administrator have restricted faculties. The previous Shareholders Meeting approval is needed and it should be attained by the unanimity of votes representing the 100 % of the capital stock.

In brief the Corporations can be:

  • Not Restricted Bearer Shares Corporations
  • Restricted Bearer Shares Corporations
  • Nominative Shares Corporations

According to the fiscal point of view, the tax duties will depend on the activities the corporation develops, the same as with other categories of enterprises (companies with only one owner, company in fact, irregular Civil Partnerships, or Limited Companies, etc. ).
A very special situation can be that of a foreign citizen who owns properties located in Uruguay and is domiciled in a country which legal system allows him to choose between including these properties in his country´s assets and not doing it, when he decides to pay Uruguayan taxes so as to avoid some Patrimony Tax rate progressive effect of his country of origin.
In this situation, according to the legally accepted territorial principle he would only pay the Patrimony Tax in relation with his properties located in Uruguay.

The activities that can develop a Corporation ( INC. ) is extensive. For example we enumerate the following: to industrialize and to sell in all its forms, merchandise, leasing of goods, works and services, in the branches : articles of the home and office, automobile, bar, bazaar, rubber, edible, communication, construction, cosmetic, leathers, sports, editorial, electronic, teaching, spectacles, permission of fishing or to fish, jewelry store, wood, maritime, professional services, tobacco, television, computers, software, etc.