Amending the articles of a company in Uruguay is one of the most common legal procedures in a company’s life. As the business evolves — partners change, new activities are added, the capital is modified or outdated clauses need updating — amending the articles of association becomes a practical necessity with concrete legal consequences.

In this guide we explain how articles are amended in Uruguay for the main company types (SA and SRL), the most common changes, the formal process and the bodies involved at each stage.

Why Might a Company’s Articles Need Amending in Uruguay?

The reasons for an amendment of the articles in Uruguay vary widely. The most common in practice are:

• Changes in ownership: new partners or shareholders joining, existing ones leaving, or a reorganisation of holdings among members.
• Increase or reduction of share capital: adjusting the capital to the company’s operational or financial needs.
• Change of corporate purpose: adding new activities, removing activities no longer carried out or broadening the scope of the business.
• Change of company name: renaming the company for image reasons, rebranding or a group reorganisation.
• Change of registered office: moving to another address or department.
• Changes to management rules: changes in the board’s composition, the majorities required for decisions or the managers’ powers.
• Updating obsolete clauses: adapting the articles to regulatory changes, adding modern corporate governance mechanisms or updating outdated provisions.
• Change of company type: for example, transforming an SRL into an SA or an SRL into an SAS. Note that Law 19,820 does not allow an SA to transform into an SAS.

Amending the Articles in Uruguay: The General Process

The process of amending a company’s articles in Uruguay follows a formal sequence that varies slightly by company type but generally includes these stages:

1. Resolution of the competent body: the amendment must be approved by the company’s governing body (shareholders’ meeting for an SA, partners’ meeting for an SRL) with the majorities set by the articles or the law for each type of change. The decision must be recorded in the relevant minutes book.
2. Drafting the amendment: the text of the amended clause or clauses must be drafted with legal precision, ensuring consistency with the rest of the articles and the rules in force.
3. Notarial instrument: the amendment is formalised before a Uruguayan notary, by public deed or by private document with certified signatures; for an SAS, the simplified forms allowed by its law apply.
4. AIN review (SA): amendments to the articles of an SA are subject to the legality review of the National Internal Audit Office (AIN) before registration, with some exceptions.
5. Legal publications: publication where required by law so that the amendment is effective against third parties.
6. Registration with the DGR: filing the instrument and proof of publication with the General Registry Office to record the amendment in the Legal Entities Registry.
7. Updating other bodies: notifying DGI (if the amendment affects taxpayer data), the BCU (if it affects the beneficial ownership declaration) and any other relevant body.

Amending the Articles of an SA in Uruguay

Amending the articles of an SA in Uruguay involves the most formal and structured process, in line with the stricter corporate governance requirements of this company type:

• Calling the meeting: an extraordinary shareholders’ meeting must be called with an agenda that expressly includes the proposed amendment. The notice must meet the timing and form requirements of the articles and the law.
• Quorum and majorities: the meeting must reach the quorum and qualified majorities that the law and the articles require for amendments (usually higher than for ordinary decisions).
• Minutes: the amendment resolution must be recorded in the minutes, entered in the shareholders’ meeting minutes book.
• Notarial instrument: the amendment is formalised before a notary, and may include both the minutes and the new text of the amended articles.
• AIN review, publications and DGR registration: as described in the general process.

For SAs with non-resident shareholders or that are part of an international group, the amendment may require additional coordination: apostilled powers of attorney so that absent shareholders can vote validly at the meeting.

Amending the Articles of an SRL in Uruguay

Amending the articles of an SRL in Uruguay follows a similar process with some simplifications typical of this company type:

• Partners’ resolution: the SRL has no formal meeting with the same requirements as the SA. Partners can adopt the amendment at a meeting or even in writing without meeting, if the articles allow it.
• Required majorities: the articles usually set the majorities for amendments. Otherwise the legal majorities apply, which for some changes require unanimity or qualified majorities.
• Notarial instrument: the amendment of the SRL’s articles must also be formalised before a notary.
• Publications and DGR registration: as for the SA (the SRL does not go through AIN review).

The SRL offers more flexibility than the SA in how resolutions are adopted, which can speed up the process in structures with few partners who coordinate easily.

The Notarial Instrument for Amending the Articles in Uruguay

The notarial instrument amending the articles in Uruguay is the central legal document of the process. Its execution or certification by a notary gives the amendment the authenticity needed to be registered with the DGR and be effective against third parties.

It must contain:

• Full identification of the company: name, company type, RUT, original registration details.
• Reference to the governing body’s resolution approving the amendment, stating the date, quorum and majorities obtained.
• The full text of the amended clauses in their new wording, or a clear indication of the clauses deleted.
• A statement of the signatories’ agreement with the amendment.
• The signatures of the company’s representatives with sufficient powers, or of the partners/shareholders themselves if acting personally.

The notary can also include the full consolidated text of the amended articles (all clauses, not just the modified ones), making the document easier to read for registration and for future use with banks and third parties.

Changing the Corporate Purpose of a Company in Uruguay

Changing the corporate purpose of a company in Uruguay is one of the most frequent amendments and has relevant practical implications:

• The corporate purpose defines the activities the company is authorised to carry out. A company acting outside its purpose may incur legal liability or render certain acts void.
• Broadening the purpose to include new activities is a common procedure when the business diversifies or when certain operations are found not to be covered by the current wording.
• For DGI, changing the purpose may require updating the economic activity code (CIIU) and possibly the tax regime if the new activities are taxed differently.
• For companies in regulated sectors (health, finance, transport), changing the purpose may also require updating sector authorisations.

Changing the Company Name in Uruguay

Changing the company name in Uruguay can have various motivations: corporate rebranding, resolving trademark conflicts, a group reorganisation or simply modernising the name. The most relevant points are:

• The new name must be checked in the DGR registry to make sure no other company has the same or a confusingly similar name.
• The name change does not affect the company’s legal identity: the RUT, contracts and obligations remain unchanged. It is the same legal entity with a different name.
• The name must be updated in all relevant tax (DGI), employment (BPS), registry (DGR) and contractual records.
• If the company has a registered trademark linked to its name, the change should be coordinated with the National Industrial Property Office (DNPI).

Increasing Share Capital in Uruguay

Increasing a company’s share capital in Uruguay is one of the amendments with the greatest economic impact and requires careful structuring. The key aspects are:

• Increase resolution: approved by the competent bodies with the required majorities: in an SA, the shareholders’ meeting; in an SRL, the partners’ meeting. In an SA, increases within the authorised capital set in the articles do not require amending the articles.
• Subscription and payment: the increase must be subscribed (committed) and paid in by the partners or new shareholders, immediately or within the periods the law allows.
• Pre-emption rights: in an SA, existing shareholders generally have the right to subscribe new shares in proportion to their holdings before they are offered to third parties.
• Tax implications: a capital increase through partner contributions does not in itself trigger IRAE or VAT. However, if it is done by capitalising profits or receivables, there may be tax implications to analyse.
• Instrument and registration: the increase must be formalised and registered with the DGR to be effective against third parties.

Amending the Articles of a Foreign-Owned Company in Uruguay

Amending the articles of a foreign-owned company with a presence in Uruguay (for example, a branch or a Uruguayan company with foreign partners) has some additional features:

• Partners or shareholders who are not physically in Uruguay can act through notarial powers of attorney, duly apostilled and translated.
• For amendments that change the ownership or identity of the partners, the beneficial ownership declaration must be updated with the BCU within the set deadlines.
• If the Uruguayan company is a subsidiary of a foreign group that decides to change the names or purposes of its subsidiaries globally, the change in Uruguay must still follow the local formal process: notarial instrument, publications and DGR registration.
• Documents from abroad included in the amendment (foreign meeting minutes, powers of attorney, certificates of good standing of the parent) must be apostilled or legalised and translated into Spanish.

Costs and Timeframes for Amending the Articles in Uruguay

The costs and timeframes for amending a company’s articles in Uruguay depend on the complexity of the change and the professionals involved:

• Notary fees: for executing or certifying the instrument, usually calculated on the share capital or as a fixed fee depending on the firm.
• Lawyer or legal adviser fees: for drafting the amendment, calling the meeting and advising on majorities and procedure.
• Legal publications: a relatively affordable fixed cost.
• Registry and AIN fees: for registering the amendment and, in an SA, the AIN review.
• Total timeframe: a standard amendment can be completed in 3 to 6 weeks from the resolution to DGR registration. More complex amendments, those requiring AIN review or with partners abroad may take longer.

Conclusion

Amending the articles of a company in Uruguay is a well-regulated legal process that can be completed quickly with documentation in order and proper advice. Whether it is a name change, a change of purpose, a capital increase or a thorough update of the articles, each amendment must follow the formal process to be valid for the company, its partners and third parties.

Neglecting the formalities — skipping publications, not registering with the DGR or acting with insufficient majorities — can make the amendment ineffective or open to challenge, with the operational and legal consequences that entails.

You may also find these guides useful:

• How to register a corporation (SA) in Uruguay
• How to register an SRL (limited liability company)
• How to register an SAS (simplified joint-stock company)
• How to register a sole proprietorship
• Buy a ready-made company in Uruguay
• SRL, SA, SAS or sole proprietorship: comparison
• Ready-made SAS for sale