Supervisory Board

A Supervisory Board (“SB”) is a mandatory part of an organizational structure of the Limited Liability Companies (LLCs), if the LLC has 20 Partners or more. Otherwise the SB is optional.

Division of Duties: The SB handles the administration and corporate management, including monitoring the due compliance with the law, the Bylaws, the regulations and decisions of the GM. The SB also reviews the corporate books and documents and they may challenge the yearly financial statements submitted by the Managing Directors (“MDs”) or the Executive Board (“EB”).

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Composition: The SB will be carried out by one or more trustees or by a fiscal committee composed by 3 or more members. SB members can be both legal and natural persons. Whether SB members can be Partners or not, is decided in the Bylaws.

Appointment/Dismissal Competence: The SB members will be appointed and dismissed by the ordinary Partners' 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
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. 

2

PM.

Minutes of PM. 

Yes, to 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

SB members accepting their charges. 

Minutes of SB Meeting.

Yes, by the SB members. 

Immediately following the PM (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.

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

Convening of PM.

Minutes of MD Meeting (convening notice).

Yes, by the MD 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 PM.

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

No.

No, and not even if all Partners concur.

An 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 1-3 are not needed.

2

PM.

Minutes of PM. 

Yes, to 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 MD 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 Partners or their representative shall sign the Partners Attendance Meeting 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.

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