Corporate Law

  • 1. What are the most commonly used legal vehicles in Uruguay?

    Corporations, LLCs, foreign company branches and sole proprietorships.

  • 2. Can directors and representatives of Uruguayan companies be foreign residents?

    Yes.

  • 3. Can foreign residents be shareholders of Uruguayan companies and LLCs?

    Yes.

  • 4. What is the minimum amount of shareholders for Uruguayan companies?

    One.

  • 5. What is the minimum amount of quoteholders for Limited Liability Companies?

    Two.

  • 6. Can companies be directors or representatives of local corporations or LLCs?

    Yes.

  • 7. What is the liability of administrators in Uruguayan companies?

    (Criminal liability: directors are liable in relation to their personal participation in any given matter. According to Uruguayan laws, there is no criminal liability. (ii) Commercial liability: directors are considered liable as long as they do not comply with the “good businessman” standard. (iii) Tax liability: directors are liable when they do not adopt measures with proper diligence regarding matters of tax allowance expect for corporate income tax purposes where liability is strict, i.e., directors are held liable independently of their wrongdoing will or negligence.

  • 8. How long does it take to establish a company in Uruguay?

    The establishment of a corporation involves a slow and bureaucratic process. For this reason, the usual practice is the acquisition of a shelf company (with no previous activity) already established and ready to operate immediately.

  • 9. Is the audit of financial statements mandatory?

    No, external audit is only required for some regulated industries, such as Banks and insurance companies. External audit are also mandatory for companies specifically flagged as “large taxpayers” and for companies designated by the Central Bank as “large bank debtors”.

  • 10. Are corporations required to publish their financial statements?

    No, with the exception of some regulated industries (Banks, etc.). The publishing of financial statements is also mandatory for any legal persons with an annual income U$S 1.150.000 or more or with assets worth no less than U$S 350.000 (these figures are subject to changes based on variation on the exchange rate).

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Constitutional Law

  • 1. Is Uruguay a democratic republic?

    Yes. Uruguay is a Republic in which the president is both head of government and head of State and his/her tenure as well as that of the ministers appointed by him/her depends on parliamentary support.

  • 2. Does Uruguay have an official religion?

    No. The Constitution states that every religion may be practiced freely in Uruguay and that the Uruguayan State has no official religion. Therefore, there are no religious requirements to hold a public office.

  • 3. Is the legal due process guaranteed by the Constitution?

    Yes, the Constitution states that nobody can be punished without a legal due process.

  • 4. Is habeas corpus a constitutional right?

    Yes, the Constitution states that nobody can be imprisoned for periods longer than 24 hrs. without a hearing conducted by a judge.

  • 5. Is the State liable for the damages it causes?

    Yes, the Constitution states that the Uruguayan State is subject to the most rigorous civil liability derived from damages caused to individuals in the exercise of its public services.

  • 6. Is death penalty applicable in Uruguay?

    No, the Constitution specifically forbids it.

  • 7. Is freedom of speech constitutionally guaranteed?

    Yes, there are no previous controls to press releases or any kind of expression of ideas. The only limit is defamation.

  • 8. Is intellectual property protected?

    Yes.

  • 9. Is military service mandatory?

    No.

  • 10. Is the freedom of work or industry guaranteed?

    Yes, the Constitution states that people can choose freely where to work in any industry, business, art, science or profession.

  • 11. Does Uruguay have any environmental law?

    Yes, the National Environmental Office (DINAMA) – under the Ministry of Housing, Territorial Planning and Environment – is in charge of the Uruguayan environmental policy.

  • 12. Is personal data subject to any special regulation in Uruguay?

    Yes, laws establish the basic principles for the registration, usage, storage, among others, in regard to the processing of personal data destined to business reports.

  • 13. Who controls the constitutionality of laws approved by the Parliament?

    The Supreme Court of Justice.

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Litigation

  • 1. Are foreign judgements enforceable in Uruguay?

    Yes.

  • 2. What are the requisites to enforce foreign judgements in Uruguay?

    In order to enforce foreign judgements in Uruguay such judgements must: (i) Comply with formalities required by the original country (to be considered court rulings). (ii) Be legalized according to Uruguayan laws. (iii) Be translated when necessary. (iv) Be final or res judicata (case decided) in the country of origin (i.e., not be subject to further appeal). (v) Be issued by a competent judge. (vi) Such judgments cannot infringe public order in Uruguay.

  • 3. Are foreign arbitral awards enforceable in Uruguay?

    Yes.

  • 4. What are the requirements to enforce foreign arbitral awards?

    The same as for foreign judgements.

  • 5. On average, how long does a judicial process takes?

    Approximately two years.

  • 6. Is the precedent binding for First Instance Courts?

    No. The Uruguayan law is governed by the Civil Code tradition, so the courts are free to decide in each case according to its own understanding of the application of the law to the particular facts.

  • 7. Does Uruguay have official alternative dispute resolution mechanisms?

    Yes. The judicial mediation is mandatory before the initiation of any civil conflict. Administrative mediation with the Ministry of Labour is mandatory before the initiation of any labor dispute. There are also several mediation centers located throughout the country.

  • 8. Is currency devaluation contemplated in the enforcement of court rulings?

    Yes.

  • 9. Does Uruguay guarantee the right to apply for preventive and precautionary measures such as encumbrances and lience?

    Yes.

  • 10. Does the Uruguayan process foresee two revision instances?

    Generally speaking, yes. In fact, court decisions can be appealed and, in certain circumstances, the claim can be brought to the Supreme Court of Uruguay.

  • 11. Are administrative acts subject to judicial review?

    Yes. Any administrative issue by out by the Executive Branch can be appealed before the Administrative Court which does not belong to the judicial sphere.

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Labor Law

  • 1. Does the Uruguayan legislation contemplate a maximum working day length?

    Yes. For commercial activities there is a daily limitation of eight (8) hours per day and a weekly limitation of 44 hours per week. For industrial activities the limit is eight (8) daily hours and 48 hours per week. Daily limit on both cases can be increased as long as the worker previously consents.

  • 2. Do employees have the right for a break during working day?

    Yes. Every working day must be interrupted by a “middle-day break”. In industrial activities no employee can work more than five (5) consecutive hours. In commercial activities the resting time must be taken after the forth working hour. The duration of the break will depend on whether the worker belongs to the commercial or industrial sector.

  • 3. Does the Uruguayan legislation contemplate a minimum wage?

    Yes. The minimum wage is established periodically by the Executive Branch and varies depending on the activity group the company belongs to and the position of the employee.

  • 4. Does Uruguay grant the right to retirement?

    Yes. As a general rule the right to retirement is granted to people who: (i) are at least 60 years old, and (ii) have worked and paid taxes to Social Security for at least 35 years.

  • 5. Does Uruguay have a Social Security System?

    Yes. The Uruguayan Social Security System is financed by both taxes and trust funds.

  • 6. What other benefit do workers receive besides wage?

    Workers have the right to: (A) aguinaldo or thirteenth salary; (B) 20 days of yearly leave (and an additional day for every four worked years beginning from the fifth worked year); (C) holiday pay destined to give workers an adequate financing for their annual vacation; (D) payment of working of overtime to compensate work effected beyond the legal limits of the working day.

  • 7. Have employers the freedom of terminating the working relationship with the employee?

    Yes, but the employer must pay a compensation for the termination. In relation to Union leaders, if they are fired due to anti-Union causes or reasons, they are entitled to demand the nullification of the contract termination and to request their respective reinstatement. Those affiliated to the Union will be entitled to claim an abusive dismissal in case the termination was based on anti-Union reasons.

  • 8. Is there a limit on the amount to be paid as severance pay?

    Yes. As a general rule, severance pay amounts to a salary for every year worked (or fraction). The maximum number of compensated years is six (6), therefore the maximum severance pay is six salaries.

  • 9. What is the deadline for workers to present labor claims?

    Workers have a year –beginning at the time of the working relationship termination- to claim any right derived from it, being entitled to claim labor rights or benefits from five years before the date they were earned.

  • 10. Is it mandatory to have a health certificate?

    Yes, it is mandatory and the original or a copy of it must be presented to the employer.

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Immigration

  • 1. Can foreigners work in Uruguay?

    Yes. To work in Uruguay the person must have a temporary ID card and temporary or permanent residence.

  • 2. What are the requirements to obtain a temporary ID card?

    Foreigners planning on residing in the country for less than six (6) months must present the following documentation to the Immigration Office: (A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification (i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorized by it. (F) Birth certificate.

  • 3. What are the requirements to obtain a temporary residence?

    Those foreigners planning on residing in the country for 6 months and up to 2 years must present to the Immgration Office the following documentation:(A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification (i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorized by it; (F) Criminal records issued by the country of residence and/or the country he/she has resided in the last five years; (G) Birth certificate; (H) Marriage certificate; (if applicable).

  • 4. What are the requisites to obtain a permanent residence?

    Those foreigners planning on residing in the country for over 2 years must present to the Immigration Office the following documentation: (A) An explanation of the reasons why the person wishes to live in Uruguay; (B) Passport; (C) Two passport-size photographs; (D) Expected income justification(i.e., job position and expected salary); (E) Health certificate issued by the Ministry of Public Health or private entities authorize; by it; (F) Criminal records issued by the country of residence and/or the country he has resided in the last five years; (G) Birth certificate; (H) Marriage certificate (if applicable).

  • 5. Does the Uruguayan legislation contemplate a residence for MERCOSUR members?

    Yes. For those natives of countries members of MERCOSUR and its associates as well as for spouses, concubines, siblings, parents and grandchildren of Uruguayan citizens born abroad, the Foreign Relations Ministry has implemented a new regulation –more advantageous- in the case of a permanent residence application. Applicants may request the definitive Mercosur residence with the presentation of minimum documentation: ID, birth certificate and criminal record. No longer will it be necessary to demonstrate means of leaving or a health certificate to apply for permanent residence.

  • 6. Have applicants the right to work in the country?

    Yes. Those interested could begin to work from the moment immigration proceedings begin (and it is not necessary to wait for the conclusion of the procedure).

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Criminal Law

  • 1. Can a person go to jail without a previous process?

    No. The National Constitution states that no person may be punished without due process and proper court rulings.

  • 2. Can anyone be held criminally responsible without previously establish the respective crime?

    No. There is a general principle of criminal law under which there is no crime without law establishing it and there is no punishment without such a law.

  • 3. Can a company be held criminally responsible?

    No. Because only natural persons can be held criminally liable.

  • 4. Are corporations’ officials and directors subject to criminal liability?

    As a general rule, the answer is no. Because liability is strictly personal, except for a few express exceptions.

  • 5. Is it possible to go to jail for debts?

    No. Constitution specifically prohibits imprisonment for debts.

  • 6. Is professional secrecy protected in Uruguay?

    Yes.

  • 7. Is bank secrecy legally recognized in Uruguay?

    Yes. However, the bank secrecy may be lifted by order of the Criminal Court or a Family Court judge as well as in tax matters.

  • 8. Is the information collected by the tax office secret or confidential?

    Yes.

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Tax Law

  • 1. What is corporate income tax rate in Uruguay?

    Corporate Income Tax (“IRAE”) rate is 25%.

  • 2. Do non-resident companies also pay 25% Income Tax?

    No. They pay only 12%.

  • 3. Does this tax apply to all income?

    No. Only to income generated in Uruguay.

  • 4. Does the same criteria apply to natural persons?

    As a general rule, Uruguay only taxes locally sourced income, except for personal income tax which is also assessed over foreign sourced income stemming from dividends, interests, coupons (financial or passive income).

  • 5. Do natural persons pay the same tax for all of their income?

    Is subject to a 12 % rate, while labor source income is subject to progressive rates up to 30%.

  • 6. Are companies entitled to deduct their operational expenses?

    Yes, as long as those charging the expense are corporate income tax payers in Uruguay or abroad.

  • 7. Are natural persons entitled to deduct their operational expenses too?

    Natural persons can only deduct a few expenses.

  • 8. What is the VAT rate?

    The basic VAT rate amounts to 22%, but some goods are taxed at a rate of 10%.

  • 9. Who must pay Net Equity Tax in Uruguay?

    Net Equity Tax is paid by anyone with assets in Uruguay. It does not matter if the person reside in the country or abroad.

  • 10. What other taxes are effective in Uruguay?

    Property Transfer Tax (ITP), Corporations Control Tax (ICOSA) and Excise Tax (IMESI).

  • 11. And locally?

    Local main taxes apply to real estate and motor vehicle ownership.

  • 12. What are the main exoneration regimes in Uruguay?

    Those granted by the Free Zones Act, the Investment Promotion and Protection Act and the Free Port Act.

  • 13. With what countries has Uruguay signed an agreement in order to avoid double taxation?

    With Belgium, Ecuador, Finland, Germany, India, Liechtenstein, Luxemburg, Malta, Mexico, Portugal, Rumania, Singapore, Spain, South Korea, Switzerland, United Arab Emirates,Vietnam, and among others.

  • 14. Is there any restriction for foreign investment?

    No, foreign investments receive generally the same treatment as investments made by local entities.

  • 16. Are there any restrictions on the repatriation of capital?

    No, they are no restrictions other than applicable taxation.

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