COUNTRY: URUGUAY
Offshore Free Trade Zone Companies Contact us
The Uruguayan Free Trade Zone offers the possibility to set up an offshore or onshore company in the Free Zone. It has exemption of all national taxes existing or to be created (including profit). The most frequently used type of company by international investors in Uruguay is the corporation with bearer shares.
Legal form.
The different types of companies could be: Corporation (Sociedad Anónima), Branch Office of Foreign Company, Limited Liability Company (Sociedad de Responsabilidad Limitada) among others.
Offshore Free Zone Company: a Corporation is considered to have offshore activities when the Company develops all its economic activities outside Uruguay, nevertheless, it it will be domiciled in the Free Zone. The purpose of this kind of Company is very broad and must be oriented towards economic activities outside Uruguay.
Onshore Free Zone Company: It is also totally free taxes exempted. It can be managed and domiciled in Uruguay. The purpose of this kind of Company is very wide. It could be a Direct User or Indirect User of the Free Trade Zone. If it is Indirect User it do not need to own a warehouse and it can rent a space from the Direct User.
Name of the company:
Name can be in any language which uses the Latin alphabet previously accepted by the Registered Office. Names containing the following words require a license:
Bank, Buildings Society, Savings, Loans, Trust, Insurance, Assurance, Re-Insurance, Fund Management, Investment Fund, Fiduciary, Broker or their foreign language equivalents. The following names can not be approved: a name that is similar or identical to an existing company, a name that is known to exist elsewhere, a name that in the opinion of the Registrar is undesirable or offensive, a name that implies illegal activities or implies Government patronage.
Incorporation:
Any person or company, of any nationality, may acquire or incorporate Free Trade Zone Company. There are two ways to own a Free Trade Zone: by incorporating a new one, or by acquiring a "dormant" one that has already been incorporated. The latter is the most common method, since FTZ that are pre-incorporated have by-law a broad spectrum of permitted activities that allow practically any kind of activity. It is also practical to buy already incorporated company due to comparatively long procedure of the incorporation of a new company.
Shareholders:
There is no minimum required. They may be individuals or bodies corporate. The details of company beneficial owners and shareholders are not part of the public records.
The share capital:
Usual authorized capital is above the equivalent of US$ 50,000 and is issued on Uruguayan Pesos. The companies are already made therefore paid up capital is not required
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
Directors of the company:
A minimum of one Director of any nationality is required and corporate Directors are permitted. Local Directors are not required. Changes of Directors must be registered and communicated to government offices but they do not appear on the public file.
The President of the company has usually the whole representation by himself. If there are a President and a Vice president they usually indistinctive represents the Company.
Passport of the directors are required and their signatures must be certificate with a Public Notary.
Registered office and local agent:
Uruguay companies must maintain registered office and registered agent within Uruguay. Registered agent may be corporate body or individual resident in Uruguay.
Taxation:
Free Zone users are exempted of all taxes except for the ones referred to social security contributions in the case they have employees in Uruguay.
Exemption of all national taxes existing or to be created (including profit)
Laws, regulations or taxes exemption do not discriminate between local and foreign investors
Bank account in international banks as far as in local banks are considered offshore accounts therefore are totally tax exempt.
Free movement of capital
Free foreign exchange market
Free circulation of precious metals, bonds, or any type of commercial/financial papers
Audit and financial returns:
The FTZ must, like all Uruguayan companies, file financial statements, and in some cases it must be audited. The financial statements are presented to the tax authorities. However, the only reason for the tax declaration is to validate the calculation and payment of an annual license fee.
Meetings:
A FTZ has two bodies: the Board of Directors and the Shareholder Assembly. The main body is the Shareholders' Assembly. It must meet once yearly. Shareholders may empower third parties to represent them in the annual shareholder meeting. This body designates the Director(s) and their powers.
Time needed for formation:
Usually it is up to 10 working days.
Services
Provision of registered address
Provision of company secretary
Certificate of incorporation
Government authorization
Annual statements
Copies of memorandum of association legalized by Consulate if required
Share certificates
Statutory book
Inventory book
Professional and financial services
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