Corporate Restructuring

The Law specifies two main forms of mergers. Two or more companies can merge into a new company or one or more companies can be absorbed by an existing company. In both cases the shareholders of the merged companies receive shares of the surviving or new company (and/or cash up to 10% of the nominal value of the assigned shares) as compensation.

Two kinds of divisions are regulated in Uruguay. There is a division when a company dissolves without liquidating and transfers its assets and liabilities to a new company or companies. There is also a division when a company, without dissolving, transfers part of its assets and liabilities to a new company or companies. In both cases the shareholders of the divided company receive shares (and/or cash up to 10% the nominal value of the assigned shares) as compensation.