Corporate Immigration and Emigration

Article 198 of Law 16,060 regulates the immigration of companies to Uruguay. Companies need to adjust their bylaws in accordance with Uruguayan laws, check the name availability in Uruguay and seek the approval of the AIN (National Audit Office). In order to comply with local regulations, the company needs to register with: the RNC (Public Registry of Commerce ), the DGI (Tax authority), the social security bank (BPS) and the Labour Ministry (MTSS).

Law 19,484 (Fiscal Transparency Law) created a temporary “fast-track” procedure for corporate immigration. The procedure applied to foreign entities that intended to establish their head office and/or carry on their main activities in Uruguay. To be eligible for this regime, the foreign entities had to:

• amend their by-laws to adopt the form of a Uruguayan joint-stock company;
• adopt one of the standard by-law models provided by the AIN; and
• comply with the minimum paid-up and subscribed capital requirements established by Law 16,060 (certified by an accountant).

The application for the "fast-track" corporate immigration procedure had to be presented with the AIN before 30 June 2017. The corporation needed to comply with all the requirements before 31 December 2017.

Corporate emigration is not specifically covered in the Law, although it is mentioned in certain articles (i.e. 240 and 362 of Law 16,060). For a company to emigrate, a shareholders’ meeting needs to take place and decide to amend the bylaws and adapt them to the target jurisdiction’s requirements. Other formalities and procedures with local authorities need to be done before emigrating.