Fee quote

Managing Directors

Uruguayan Limited Liability Companies (“LLCs”) are usually managed by one or more Managing Directors (“MDs”). An MD need not be Partner and they have the power to represent the Company. If the Partners do not appoint a MD, they can represent the Company themselves.

Division of Duties: The management of an LLC is entrusted to one or more MDs. When more than one MD is designated, they must act as regulated – either individually or jointly. If there is no regulation, they can act individually. All MDs must act with loyalty and with the diligence of a good businessman.

[...]

Composition: The MD may be Uruguayan or foreigner, resident or not resident, and Partners or not. The MDs can be both natural and legal persons.

Appointment/Dismissal Competence: There is no specified term of office for MDs, who may be removed at any time. Nevertheless, Partners can set a term of office in the Bylaws or in the document through which the MDs are subsequently appointed. The MDs may resign of any time, unless the other Partners do not agree in which case an action for liability may be initiated by decision of a majority of the Partners. MDs will be liable for any damage caused if their resignation is deceitful or untimely. It is not possible to restrict the power to remove a MD unless the resignation is a condition of incorporation – and even then, it will remain possible to remove a MD for just cause.

Alternates: The Company can designate alternates for MDs. They will act when the MD do not want to or cannot do it. The process of appointment and dismissal it is the same as for MDs 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
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Minutes of MD Meeting (convening notice).

Yes, to be signed by the MDs.

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

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

No.

No, and not even if all Partners concur.

If there are less than 20 Partners, the call shall be made personally and if there are more than 20 Partners, the call shall be made to the last address communicated to the Company by each Partner.
2

PM.

Minutes of PM.

Yes, be signed by the Partners 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 PM minutes book.

No.

No, and a physical meeting always needed.

The Partners or their representative shall sign the Partners Attendance Meeting registry book.
3

MDs accepting their charges.

Minutes of MD Meeting.

Yes, to be signed by the MDs. 

Immediately following the PM (cf. Step 2).

Yes, original Minutes are to be transcribed into the MD 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.

No later than 30 calendar days after the PM.

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.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Minutes of MD Meeting.

Yes, to be signed by the MDs.

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

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

No.

No, and not even if all Partners concur.

If there are less than 20 Partners, the call shall be made personally and if there are more than 20 Partners, the call shall be made to the last address communicated to the Company by each Partner.

A MD 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 1-3 are not needed.
2

PM.

Minutes of PM.

Yes, be signed by the Partners 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 PM minutes book.

No.

No, and a physical meeting always needed.

The Partners or their representative shall sign the Partners Attendance Meeting 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 PM.

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
Fee quote

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