Deed of Incorporation of a Company in Uruguay: Notary, Content and Costs
The deed of incorporation of a company in Uruguay is the founding document that gives legal life to a commercial company. Executed before a notary (escribano), it formalises the founders’ agreement, sets the company’s operating rules and is the instrument filed with the General Registry Office (DGR) to register the company and make it effective against third parties. Understanding what it contains, how it is processed and how much it costs is the first step for any business owner looking to set up a company in Uruguay.
What Is the Deed of Incorporation of a Company in Uruguay?
The incorporation document is the notarial instrument through which a company’s founders formalise their agreement to create a business in Uruguay. Unlike an ordinary private contract, it is executed or certified by a licensed notary, who attests to the identity of the parties, the content of the act and its date. This gives it much greater evidentiary force and legal certainty than an uncertified document.
In practice, the incorporation document is the starting point of the company’s entire legal life: it is used to register the company with the DGR, obtain the RUT from DGI, open bank accounts and prove the company’s existence and legal representation to any counterparty, institution or registry — including foreign ones, through an apostille.
Which Company Types Need a Notarial Instrument in Uruguay?
The form depends on the company type. For an SA and an SRL, Law 16,060 allows the articles to be granted either by public deed or by private document with signatures certified by a notary; in both cases a notary’s involvement is essential, since registration with the DGR requires a notarised instrument. The SA also has an additional step: its articles must go through the legality review of the National Internal Audit Office (AIN) before registration.
The Simplified Joint Stock Company (SAS), introduced by Law No. 19,820 in 2019, can be incorporated by a simple private document (with certified signatures or electronic signature), without AIN review, which significantly reduces the cost and time of the process. Nothing prevents the founders of an SAS from using a public deed if they prefer, for example to make apostilling easier or to present it to institutions that require a notarial instrument.
Contents of the Articles of an SA in Uruguay
The articles of an SA are the most complete and formal of the three main types. They must contain the company name and domicile, the corporate purpose, the share capital with details of the shares issued, the rules on the board (number of directors, term of office, powers), the provisions on shareholders’ meetings and, where applicable, the appointment of a statutory auditor (síndico) or audit committee. It is also common to include clauses restricting share transfers, pre-emption rights between shareholders and grounds for dissolution.
In addition, the incorporation instrument of an SA appoints the first directors and documents the initial capital contribution. Before proceeding, the notary also checks that the name is available in the DGR’s Legal Entities Registry, to avoid conflicts with existing companies that have the same or a confusingly similar name.
Contents of the Articles of an SRL in Uruguay
The articles of an SRL contain similar elements, adapted to the more personal nature of this company type. They include the full identification of each founding partner, the distribution of quotas with each partner’s percentage, the total capital and how it is paid in, the management rules (one or more managers, their powers and term), the decision-making mechanisms among partners and the restrictions on transferring quotas.
In an SRL the personal relationship between partners is stronger than in an SA, and the articles usually include more detailed clauses on internal operation and pre-emption rights in the event of a quota transfer. The notary drafting the SRL’s articles advises the partners on these clauses and adapts them to each project.
The Public Deed and the SAS
As mentioned, a public deed for an SAS in Uruguay is not mandatory but may be convenient in some contexts. A foreign entrepreneur who needs to apostille the document for use in another country, or a company that expects frequent dealings with institutions requiring a notarial instrument, may prefer a public deed even though the law does not require it. In all other cases, incorporating the SAS by private document offers a clear advantage in cost and time, which makes it the preferred option for most digital and technology ventures.
The Notary’s Role in Incorporating a Company in Uruguay
The notary involved in incorporating a company in Uruguay is not just someone who stamps a ready-made document. Their role is active and technically relevant in several ways. First, they draft the articles according to the founders’ instructions and the rules in force, ensuring the text meets all legal requirements and that the clauses are clear, consistent and enforceable. Second, they advise the founders on the legal consequences of each provision: what a pre-emption clause implies, which majorities are needed for each decision, what happens if the articles do not provide for a given situation.
The notary also verifies the identity of all parties, checks that anyone signing on behalf of others has sufficient powers, and in many cases handles the legal publications and registration with the DGR. A public deed is incorporated into the notary’s register, ensuring its indefinite preservation and the possibility of obtaining certified copies (testimonios) at any time.
Requirements for the Incorporation Document in Uruguay
For the notary to draft and execute the incorporation document of a company in Uruguay, the founders must provide the necessary information and documents. In general this includes the identity documents of all parties — a Uruguayan ID card or a valid passport for foreigners — the chosen company name, the corporate purpose, the amount of capital and its distribution among the partners, the details of the appointed managers or directors and the company’s registered address.
If a founding partner cannot attend in person, they can act through an attorney with a notarial power of attorney, duly apostilled if granted abroad. This is very common for companies with foreign partners who set up a company in Uruguay without travelling to the country.
Timeframes for Incorporation and DGR Registration
The total time to incorporate a company in Uruguay, from signing the articles to having the company fully operational, is usually between three and six weeks for an SRL and somewhat longer for an SA because of the AIN review. The notary can have the draft articles ready within two to five business days of receiving all the information. The signing itself can be completed in a single meeting lasting thirty minutes to an hour.
After signing, the process continues with the legal publications in the Official Gazette and another newspaper where required, and the filing of the instrument with the DGR’s Legal Entities Registry. Registration with the DGR is the step that makes the company effective against third parties: until it is registered, the company cannot be relied upon against those who did not take part in its incorporation. The DGR’s processing time varies with its workload, but it is usually completed within two to four weeks of filing.
The RUT can be applied for at DGI in parallel with registration, using the incorporation instrument as supporting documentation. This allows the company to start operating for tax purposes without waiting for the whole registration process to finish.
Cost of Incorporating a Company in Uruguay
The cost of the incorporation document in Uruguay has several components. Notary fees are usually calculated under the notarial fee schedule, which sets amounts in proportion to the share capital, with minimums for small capitals. To this are added the DGR registration fees, the AIN fees in the case of an SA, and the cost of the legal publications, which is a relatively affordable fixed amount.
If a lawyer is also involved for prior advice, negotiating the articles among partners or drafting a complementary shareholders’ agreement, their fees are added to the total. As a rough guide, for a company with minimal share capital the full process can cost between USD 800 and USD 2,000, depending on the notarial firm and the company type. SAs and SRLs with larger capital have proportionally higher costs. An SAS incorporated by private document costs significantly less, precisely because it avoids the deed and the associated notarial fees.
Conclusion
The incorporation document is much more than a bureaucratic formality: it defines the company’s rules of the game for its entire legal life. The clauses included — or omitted — in that first instrument can have consequences that last for decades. That is why choosing a good notary and taking the time to define the articles correctly from the start is always an investment that pays off in the company’s smooth future operation.
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