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Executive Board

A Uruguayan Corporation is legally represented by the Chairman of the Executive Board (“EB”), except as otherwise provided in the Bylaws. The Bylaws usually provide that the Corporation is to be represented by the Chairman or the Vice Chairman or jointly by any two EB members.

Division of Duties: In general, the EB has unlimited powers to manage the Company and dispose of it is assets. However, these powers may be limited under the Bylaws or by resolution of the EB itself. In principle, EB members must perform their duties personally, although they may empower another person to vote on their behalf. Also, they must act with loyalty and with the diligence of a good businessman.

[...]

Composition: There are no legal requirements as regards the number of EB members. The Chairman, the Vice Chairman or any other EB members may be a natural or legal entity, do not have to be Shareholder of the Company and may be either Uruguayan nationals or foreigners and have their domicile either in Uruguay or abroad.

Appointment/Dismissal Competence: EB members are elected for a specified term and may be re-elected indefinitely. They are appointed annually by the Shareholders’ General Meeting (“GM”), and they retain this position until their resignation is accepted and new EB members take office. They may resign at any time, with the approval of GM. The GM can also remove EB members from office at any time

Alternates: The Company can designate alternates for EB members. They will act when the EB member do not want to or cannot do it. The process of appointment and dismissal is the same and they have the same division of duties.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Uruguay on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Hughes & Hughes before actually changing any board members in Uruguay.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Minutes of EB Meeting (convening notice).

Yes, by the EB members.

The convening notice shall be published at least 3 calendar days prior to the GM in the Official Gazette and in another newspaper with a minimum 10 calendar days and no more than 30 calendar days prior to the GM.

Yes, original Minutes are to be transcribed into the EB minutes book.

No.

No, and not even if all Shareholders concur.
2

GM.

Minutes of GM. 

Yes, to be signed by the Shareholders personally or by simple proxy. Signing shall take place in Uruguay at the Corporate Headquarters or another office in the same city.

As stipulated at in the convening notice (cf. Step 1).

Yes, original Minutes are to be transcribed into the GM minutes book.

No, however, If the Corporation has issued bearer Shares, it shall issue a share deposit certificate which requires notarial certification, and if it is signed abroad, legalization (or apostille) is needed (unless it is issued by a bank or similar institution).

No, and a physical meeting always needed.

The Shareholders or their representative shall sign the Stock Ledger registry book.
3

EB members accepting their charges.

Minutes of EB Meeting.

Yes, by the EB members. 

Immediately following the GM (cf. Step 2). 

Yes, original Minutes are to be transcribed into the EB minutes book.

No.

No.
4

Filing with (i) Social Security Authority (“BPS”); (ii) Uruguayan Tax Authority (“DGI”); and (iii) the National Registry of Commerce.

Special filing forms are needed for each Authority.

Yes, to be signed by the newly appointed EB members.

No later than 30 calendar days after the GM.

Yes, originals shall be sent to Uruguay. 

Yes, special forms require notarial certification and if it is signed abroad, legalization (or apostille) is needed.

No.
1
Step 1
10-30 days
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-30 days

10-60 days*

*The need for a physical meeting and notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Minutes of EB Meeting (convening notice).

Yes, by the EB members.

The convening notice shall be published at least 3 calendar days prior to the GM in the Official Gazette and in another newspaper with a minimum 10 calendar days and no more than 30 calendar days prior to the GM.

Yes, original Minutes are to be transcribed into the EB minutes book.

No.

No, and not even if all Shareholders concur.

An EB member may submits a resignation letter voluntary. In this case, this letter shall be signed by him and submitted to the Company. In this case, Step 1-3 are not needed.
2

GM.

Minutes of GM. 

Yes, to be signed by the Shareholders personally or by simple proxy. Signing shall take place in Uruguay at the Corporate Headquarters or another office in the same city.

As stipulated at in the convening notice (cf. Step 1).

Yes, original Minutes are to be transcribed into the GM minutes book.

No, however, If the Corporation has issued bearer Shares, it shall issue a share deposit certificate which requires notarial certification, and if it is signed abroad, legalization (or apostille) is needed (unless it is issued by a bank or similar institution).

No, and a physical meeting always needed.

The Shareholders or their representative shall sign the Stock Ledger registry book.
3

Filing with (i) Social Security Authority (“BPS”); (ii) Uruguayan Tax Authority (“DGI”); and (iii) the National Registry of Commerce.

Special filing forms are needed for each Authority.

Yes, to be signed by the newly appointed EB members (dismissal is always accompanied by appointment).

No later than 30 calendar days after the GM.

Yes, originals shall be sent to Uruguay.

Yes, special forms require notarial certification and if it is signed abroad, legalization (or apostille) is needed.

No.
1
Step 1
10-30 days
2
Step 2
0 days
3
Step 3
0-30 days

10-60 days*

*The need for a physical meeting and notarization may take additional time.
Download/print Checklist Fee quote
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Hughes & Hughes has provided all input about changing board members in Uruguay. H&H is one of the most [...] prestigious law firms, widely recognized for its corporate and international practice and for its constant advice to foreign investors and multinational clients. H&H has participated in many of the most relevant M&A, financial transactions, and investment projects in Uruguay and has been consistently ranked at the top positions by the most important international legal publications.

For more information about Hughes & Hughes and changing board members in Uruguay, please use the below contacts:

CONTACT: Hector Ferreira
TEL: +598 29160988
EMAIL: hferreira@hughes.com.uy
WEB: www.hughes.com.uy