Uruguay

Advantages:

• In 1991 Uruguay, Argentina, Brazil, Paraguay concluded an agreement about foundation of MERCOSUR that was aimed at the integration of the most economically-developed countries of the South America. MERCOSUR is considered to be the second customs union in the sizes and economic potential after EU, and the third free trade zone after EU and the North American zone.
• High confidentiality due to the closed Register of the directors and shareholders. Information can be disclosed only by the Court order. While using nominee directors and shareholders there is no possibility to find the real owners.
• Uruguay is not included in the “black lists” of the Central bank of the Russian Federation, and the lists of the Ministry of Finance as well.
• Bank privacy. Article 25 of the Decree № 15.322 provides that it is forbidden to the employees of the credit and financial institutions to disclose information to any third parties concerning any funds, values, and received information. Exception is the final judicial decision on criminal case.

Legislation:

SAUs are governed by Law Nr. 16,060 of 1990 (this law is named as Act of Commercial Companies, which determines the legal framework of the different corporate types of Uruguay.

Incorporation:

The incorporation of SAUs is made by a private document, in which the founders’ signatures are certified by a Public Notary. At least two founders, whether physical or legal persons, national or foreign, must be present, but said documentation does not need to be executed by the investor, therefore, its complete anonymity is assured.

Once the Corporation is incorporated, some procedures have to be carried out, such as to obtain a judicial authorization, registers and publications. Notwithstanding that, SAUs may start operating immediately as corporations under formation.

The abovementioned procedures may be performed either by the founders of the Corporation or by authorized third parties. It is also possible and easy, indeed it is the usual way, to acquire a pre-incorporated SAU but with no previous activity of any kind. This acquirement is made by a simple delivery of bearer shares.

Their object may be ample. SAUs may perform activities within the national territory and abroad. However, it has to be pointed out that Uruguayan Law has include the “principle of legal entities’ specialty”, this means that corporations only may act within the limits of their corporate object provided for by their by-laws.

SAUs must have legal domicile in Uruguay.

Shares:

Shares may be bearer shares and do not need to be informed to any public body; therefore, the legal person properly protects the anonymity of shareholders.

Corporate bodies:

The Board of Directors is the body in charge of the direction of the corporate businesses. Besides, it shall represent the company before third parties pursuant to what is established by Law and its by-laws

Physical or legal persons, whether Uruguayan or Foreigners, residents or not may be Directors. The Board of Directors may be composed of a sole member. If the Board of Directors is composed of more than one member, then a sufficient quorum (half plus one of its members) shall be required in order to take corporate decisions. The Board of Directors’ meetings may be held in any place of the world.

Shareholders’ Meeting is the governing body of SAUs, and it shall be composed of all of the corporation’s shareholders. Shareholders’ Meetings shall be held in Uruguay.

Accounting:

Four corporate books are compulsory- Journal Book, Inventory Book, Minute Book of Shareholders’ and Board of Directors' meetings, Register Book of Shareholders’ Attendance at the Meetings.

All SAUs shall prepare an annual Balance Sheet, although, it is not compulsory to audit such balance sheets. They shall also submit an annual Tax Return to the General Revenue Office.

Taxation:

1. Economic Activities Income Tax (IRAE)

Uruguay is one of the few Latin-American countries that uses the principle of territorial source, which is considered either for physical persons and legal persons. Income resulting from activities performed, assets situated at or rights economically exercised within the Republic shall be considered as coming from a Uruguayan source, regardless of the nationality, domicile or residence of those taking part in such transactions and of the place where the legal business takes place.

The taxable amount is determined by the net income, estimated according to fiscal judgment. Annual tax at 25% is imposed on income from industrial or commercial activities of Uruguayan source as well as on income from farming activities. Income generated abroad arisen from activities performed in another countries by Uruguayan residents shall not be levied by the Income Tax.

Capital Gains are taxable, that is, for the seller the excess of the price received over the fiscal value of the assets transferred is treated as gross taxable income. There is an exception, the income generated from the disposition of shares and any other participation in the capital of a SAU is tax exempt if the shares of who is disposing are bearer shares; otherwise, it will correspond a tax withholding of 12%.

For the purpose of determining the taxable income, all the common and necessary expenses for generating income from Uruguayan source are considered deductible.

Local branches of foreign corporations are subject to income tax at a rate of 25% on annual net profits and may also be subject to withholding tax on profits when remitted or credited to the head office.

Dividends paid abroad are subject to a tax withholding of 7%. (Ref. Income Tax on Non-Residents).

Since the source principle is maintained, dividends paid to a company situated abroad corresponding to tax exempt income will not be subject to withholding.

2. Net Wealth Tax (IP)

The Net Wealth Tax is levied upon all the assets situated or used within the Uruguayan territory, whether belong to physical or legal persons, Uruguayan or Foreigners.

For companies, whether national or foreign, said tax is currently at a rate of 1.5%.

The assets belonging to the company and situated outside the national territory shall be considered as tax exempt, that is, they shall not be levied.

3. Value Added Tax (IVA)

The Value Added Tax will be levied upon the internal circulation of goods, the rendering of services within national territory and the introduction of goods into the country. There are two different rates: a basic rate of 22% that is levied upon most of assets and services and a minimum rate of 10% that is in force for certain assets.

4. Income Tax on Non-Residents (IRNR)

This tax has been created by Law 18,083 and shall be levied upon income from Uruguayan source obtained by physical and legal persons not residing in the Republic.

Dividends paid abroad are subject to a tax deduction of 7%. Dividends paid to a company situated abroad corresponding to tax exempt income will not be subject to withholding tax.

Royalty payments are subject to an effective 12% withholding tax, since they are undoubtedly deemed as capital return.

Monetary Control

No

Confidential information

Information about directors and shareholders, bank transactions.

Double Taxation Agreements

Uruguay has concluded Double Taxation Agreement with Germany and Hungary.