Corporate Law at Uganda
Sure! Here’s an overview of Corporate Law in Uruguay — how corporations are formed, governed, and regulated there.
Corporate Law in Uruguay — Overview
Uruguayan corporate law is primarily governed by the Commercial Code (Código de Comercio) and various specific laws regulating companies and securities.
Key Features of Corporate Law in Uruguay
Types of Companies
The most common types of companies under Uruguayan law are:
Sociedad Anónima (S.A.) — similar to a corporation or public limited company, shareholders have limited liability.
Sociedad de Responsabilidad Limitada (SRL) — similar to a limited liability company (LLC).
Other forms include partnerships and joint ventures.
Formation and Registration
Companies must be registered in the Mercantile Registry (Registro Mercantil).
Incorporation requires a notarized deed and articles of incorporation.
Minimum capital requirements depend on the company type; for S.A., the minimum capital is often required and must be fully or partially subscribed.
Corporate Governance
Sociedad Anónima (S.A.):
Governed by a Board of Directors (Directorio).
Shareholders hold an annual general meeting to approve accounts, dividends, and elect directors.
Directors owe fiduciary duties similar to other jurisdictions.
Sociedad de Responsabilidad Limitada (SRL):
Managed by one or more managers.
More flexible and suited for smaller businesses.
Shareholders’ Rights
Shareholders have rights to vote in general meetings, receive dividends, and inspect corporate documents.
Limited liability protects shareholders’ personal assets beyond their capital contribution.
Regulation and Compliance
The National Directorate of Companies and Corporations (Dirección Nacional de Registro de Comercio) oversees company registration.
Public companies must comply with Uruguayan Securities Market Law (Ley del Mercado de Valores) and regulations by the Financial Services Board (Junta de Supervisión Financiera).
Accounting and auditing standards follow international norms, especially for publicly traded companies.
Mergers and Acquisitions
Mergers and reorganizations are allowed under the Commercial Code.
Shareholder approval and regulatory filings are required.
Antitrust laws also apply depending on the sector and transaction size.
Dissolution and Liquidation
Companies may dissolve voluntarily or by court order.
Liquidation procedures are governed by the Commercial Code and require settling debts before distributing remaining assets to shareholders.
Summary
Uruguayan corporate law provides a solid framework similar to many civil law jurisdictions, blending flexibility for private companies with regulation for public and larger companies. It emphasizes formal registration, shareholder rights, and fiduciary duties of directors.
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