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Supervisory Board

A Supervisory Board (“SB”) is part of an organizational structure of the Corporations. The SB is mandatory in open Corporations and optional in closed Corporations.

Division of Duties: The SB may challenge the yearly financial statements submitted by the Executive Board (“EB”). Corporations also have a governmental control who supervises the establishment and modification of the Articles of Incorporation (“AoI”) as well as its early dissolution, transformation, merger, spin-off and any variation of social capital.

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Composition: The SB can be composed by up to 3 individuals or a body composed of 3 or more SB members. All SB members must be non- Shareholders and can be both natural and legal persons. 

Appointment/Dismissal Competence: The SB members and their alternates will be elected and dismissed by the ordinary Shareholders' General Meeting (“GM”).

Alternates: In cases of vacancy or of any occurrence of incompatibility or inability, the SB members will be replaced by the corresponding alternates. If the action of the alternate is not possible, a GM shall immediately be convened in order to make the appointments until the end of the period.

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

SB members accepting their charges.

Minutes of SB Meeting.

Yes, by the SB members. 

Immediately following the GM (cf. Step 2).

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

No.

No.

No further filings are needed.
1
Step 1
10-30 days
2
Step 2
0 days
3
Step 3
0 days

10-30 days*

*The need for a physical meeting 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.

A SB member may submit a resignation letter voluntary. In this case, this letter shall be signed by him and submitted to the Company. In this case, Step 1-2 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.

No further filings are needed.
1
Step 1
10-30 days
2
Step 2
0 days

10-30 days*

*The need for a physical meeting 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