Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Minutes of MDs Meeting (convening notice). |
Yes, to be signed by the MDs. |
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 MDs 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 |
MDs accepting their charges. |
Minutes of MDs Meeting. |
Yes, to be signed by the MDs. |
Immediately following the GM (cf. Step 2). |
Yes, original Minutes are to be transcribed into the MDs 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 MDs 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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
10-60 days* *The need for a physical meeting and notarization may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Minutes of MDs Meeting (convening notice). |
Yes, to be signed by the MDs. |
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 MDs minutes book. |
No. |
No, and not even if all Shareholders concur. |
A MD may submit a resignation letter voluntary. In this case, this letter shall be signed by him and submitted to the Company. If there is only one MD, the Shareholders shall designate a new one through a Shareholders GM. In such cases, 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 MDs (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
|
2
Step 2
|
3
Step 3
|
|||
10-60 days* *The need for a physical meeting and notarization may take additional time. |
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 FerreiraTEL: +598 29160988
EMAIL: hferreira@hughes.com.uy
WEB: www.hughes.com.uy