COUNTRY: Uruguay
Uruguay Offshore Company (S.A.F.I.) Contact us
Uruguayan corporations whose main activities are to invest abroad in trading business, securities, bonds, shares, commercial papers, debentures, commodities, and property, on their own account or on behalf of others, are defined by law as Foreign Investment Corporations, commonly known as holding companies. Uruguay's offshore company legislation dates back to 1948 when Sociedad Anonima Financiera de Inversion, or SAFI came into being. A law dated December 28, 1990 defines that the activities of these corporations also include trading outside Uruguayan territory on their own account, on behalf of other parties or for other parties. These companies are exempt from all taxes and are subject only to an annual tax of 0.3 percent on their net worth
Object
The purpose of this kind of Company is very broad and must be oriented towards economic activities outside Uruguay. As an example these Companies can:
· maintain all types of bank account in any currency (even within banks in Uruguay)
· own any type of shares.
· own precious metals.
· own real property.
· undertake any other commercial or industrial activity permitted in the country in question
Legal form:
It is one of the most frequently used kind of company used by international investors that are looking to invest abroad. The Sociedad Anónima Financiera de Inversion (SAFI) is a form of Holding Company, which constitutes a special category within the Uruguayan Corporations. It has as its purposes commercial and financial activities of an offshore nature within a very favorable Tax System. A Corporation is considered to have offshore activities when the Company develops all its economic activities outside Uruguay, nevertheless, it can be managed and domiciled in Uruguay. The purpose of this kind of Company is very broad and must be oriented towards economic activities outside Uruguay.
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 consent or 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 nor 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 a SAFI. There are two ways to own a SAFI: by incorporating a new one, or by acquiring a "dormant" one that has already been incorporated. The latter is the most common method, since SAFIs that are pre-incorporated have by-laws with a broad spectrum of permitted activities that allow practically any kind of profit or non-profit activity.
To obtain a SAFI, the interested party simply pays for the costs of incorporation to the person or firm (such as our firm) that incorporated it, then names a Director (which our firm can also provide), and the shares -bearer shares- are all handed to the buyer. A simple process of registration of the company with the tax authorities activates the SAFI immediately.
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 US$ 50,000 and is issued on American dollars. 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 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.
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:
The main advantage offered by SAFIs is the special tax treatment they are granted. Unlike regular corporations incorporated in Uruguay, SAFIs have no income tax of any kind, or any tax on any of the goods it owns. The only tax a SAFI must pay is an annual tax of 0.3% of its net worth. For all practical purposes, this tax can be reduced even more according to the SAFI's chosen capital structure and so according to the amount of debt the company carries, the tax can be reduced. The maintenance of an adequate ratio of assets to capital allows the reduction of the tax to a value equivalent to an annual 0.1% of the corporate assets or less.
Audit and financial returns:
A SAFI must, like all Uruguayan companies, file financial statements. 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 the annual tax. The maintenance of an adequate ratio of assets to capital allows the reduction of the tax to a value equivalent to an annual 0.1% of the corporate assets.
Meetings:
A SAFI has two bodies: the Board of Directors and the Shareholder Assembly (plus an optional Auditing Committee). 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.
Services
- Provision of registered address
- Provision of company secretary
- Certificate of incorporation
- 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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