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[null,"Prepared By:","Contributors:"]
[null,"Guyer & Regules","Nicolás Herrera"]
[null,null,"Nicolas Piaggio"]
[null,null,"Federico Piano"]
[]
["Doing Business Latin America"]
[]
["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

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["Question","Uruguay"]
["Country Overview"]
["Country Overview","Location\nThe República Oriental del Uruguay is located in the southeastern region of South America, bordered to the north by Brazil, to the west by Argentina, to the east by the Atlantic Ocean, and to the south by the Rio de la Plata. With an area of 176,215 square kilometers (68,037 square miles), Uruguay is the second smallest country in South America. Its geography is characterized by a vast rolling plain and an Atlantic coastline of over 600 kilometers (373 miles).\nPopulation\nUruguay is one of the least populated countries in South America, with an estimated population of 3,550,000 people according to the \nInstituto Nacional de Estadística (\"\nINE\") at the end of 2023. The gender distribution is approximately 51 percent female and 49 percent male. The population is highly concentrated in the capital, Montevideo, where almost half of Uruguayans live.\nClimate and Ecosystems\nUruguay has a temperate climate, with well-defined seasons. Average temperatures range from 17°C (63°F) in winter to 28°C (82°F) in summer. Uruguay's landscapes include grasslands, coastlines with white sandy beaches, wetlands, and small hills, making it a country with rich biodiversity, especially in the wetlands region.\nInfrastructure\nUruguay has a solid road infrastructure and a railway network undergoing modernization. The country has invested significantly in infrastructure projects, including roads and bridges. Projects such as the Ferrocarril Central (Central Railway), which aims to connect ports with the country's productive areas, stand out. In addition, Uruguay is a leader in the implementation of fiber optic technology, covering most of the national territory.\nPorts and Waterways\nThe ports of Montevideo and Nueva Palmira are the main maritime gateways. The Port of Montevideo is an important transshipment point in Mercosur, facilitating regional and international trade. The authorities have implemented a free port regime that attracts foreign investment and international logistics operations.\nAirports\nCarrasco International Airport, located near Montevideo, is Uruguay's main airport, offering direct flights to the Americas and Europe. Other major airports include Punta del Este International Airport and Laguna del Sauce International Airport, which cater mainly to tourism.\nPolitical and Social Stability\nUruguay is recognized for its political and social stability in Latin America. It has maintained a solid democratic system with strong institutions and consistent respect for the rule of law. This has created an environment conducive to foreign investment and economic development.\nBusiness Facilities\nUruguay offers a business-friendly environment, with tax incentives, investment protection, and a transparent legal framework. The country has signed numerous free trade and investment agreements that facilitate access to international markets.\nWater and Sanitation\nUruguay has one of the highest levels of access to safe drinking water and sanitation in Latin America, with almost universal coverage in urban areas. The government continues to invest in infrastructure to improve water supply and treatment in rural areas.\nElectricity\nUruguay is recognized for its advanced energy matrix, which is 98% composed of renewable sources. Wind and solar energy, together with hydroelectric power, have transformed Uruguay into a model of energy sustainability, making it a leader in the region.\nTourism\nUruguay is a popular tourist destination, with more than 3 million visitors a year, mainly from Argentina and Brazil. Major attractions include the beaches of Punta del Este, the historical heritage of Colonia del Sacramento, and the vibrant cultural life of Montevideo. In 2023, tourism showed a strong rebound with a 150% increase compared to previous years, driven by internationally renowned cultural and sporting events.\nDiversified Economy\nUruguay's economy is diverse, with important sectors such as agriculture, livestock, information and communications technology (\"\nICT\"), renewable energy, and financial services. Uruguay is one of the world's largest exporters of meat and soybeans, and its agricultural sector is highly productive and technologically advanced.\nInnovation and Technology\nUruguay has experienced significant growth in the technology sector, with a vibrant startup ecosystem and advanced technological infrastructure. Montevideo is considered a technology hub in the region, and the country is known for its digital education, with the \nPlan Ceibal Program, which provides laptops and internet access to students across the country.\nQuality of Life\nUruguay stands out for its high quality of life, with a robust health system, a quality education system and a low crime rate compared to other countries in the region. Montevideo has been ranked as one of the best cities to live in Latin America.\nCommitment to the Environment\nUruguay has adopted progressive environmental policies and is among the world leaders in renewable energy, as mentioned above. The country has implemented programs to protect natural areas and biodiversity and is committed to further reducing its carbon footprint.\nSocial Policies and Human Rights\nUruguay is known for its advanced social policies and its focus on human rights. It has been a pioneer in legalizing equal marriage, and abortion, regulating cannabis and defending the rights of LGBTQ+ people. It also focuses on social inclusion policies and poverty reduction.\nStrategic Location\nSituated between Argentina and Brazil, Uruguay has a strategic geographical location that makes it an excellent entry point for Mercosur. Its ports and free trade zones position it as a logistical hub for trade in the region.\nEducation and Literacy\nUruguay has one of the highest literacy rates in Latin America and offers free, quality education from primary through university. This has resulted in a highly educated population prepared for the global labor market.\n"]
["Establishing a Business: Cross-Cutting Matters"]
["Companies",{"$cut":{"chars":17029,"head":" Uruguay provides different alternatives to establishing a business in the country, when referring to companies, these are mainly regulated under Laws No. 16,060 (“ Commercial Companies Law ”) and No. 19,820 (“ Entrepreneur Development Law ”). \n In order to accomplish the aforementioned, two paths may be followed: (a) the incorporation of a subsidiary or (b) the establishment of a branch of a foreign company. \n Notwithstanding the different possibilities to establish a business in Uruguay, the main legal entities under Uruguayan regulations used for this purpose are the corporation, the simplified joint stock company, the limited liability company and the branch of a foreign company, whose main characteristics are developed below: \n Corporation (S.A., for its acronym in Spanish): \n \n Characteristics Corporations were traditionally the most common type of entities incorporated in Uruguay, being regulated under the Commercial Companies Law. The main difference between Corporations and the rest of the companies included on the Commercial Companies Law is that shareholders of a corporation are only liable up to the amounts contributed to the company. As general characteristics, Corporations should be initially constituted by two or more people without limitation (the shareholders). However, in opposition to the other companies types regulated under the Commercial Companies Law, throughout its life, the Corporation, may have only one shareholder. The capital of a Corporation is divided into shares that are, in principle, freely negotiable. The transfer of the shares may be done by endorsement, by transfer of non-endorsable shares, or by simple delivery of the share certificate(s), depending on the type of shares the corporation has as indicated in the Bylaws. Shares in a Corporation may be: (i) bearer, (ii) registered (endorsable or not), or (iii) book-entry. Shares must be issued with equal value and indivisible, and each share is entitled to one vote. Different series of shares may be issued, as well as different classes (e.g. ordinary and preferred). The administration of a Corporation will be entrusted to an administrator, or a Board of Directors composed of one or more people, as established in the Bylaws. The board of directors’ members may be Uruguayan nationals or foreigners, individuals or legal entities, Uruguayan residents or not. The representation of the company will also be as indicated in the Bylaws. Additional specifications or restrictions will depend on the type of activities carried out by the Corporation. \n Incorporation There are two ways of acquiring a Corporation: a) To incorporate a Corporation, and b) to acquire an “off-the-shelf” corporation:\n \n Incorporation Process In order to incorporate a corporation under Uruguayan regulations the following steps are required or should be completed: (i) two or more people should meet in order to grant the corporation’s bylaws (containing, inter alia, the name, purpose, capital and term of duration of the legal entity, among other specifications); (ii) payment of the initial paid-in capital should be made. At least 25% of corporate capital stated in the bylaws must be paid in at the incorporation by the shareholders, subscribing up to - at least - 50% of the corporate capital; (iii) the bylaws should be approved by the Corporations Superintendency (“ AIN ” for its acronym in Spanish); (iv) registration before the National Commerce Registry of the bylaws; (v) publication on the Official Gazette and another newspaper of an excerpt of the company's relevant extracts from the bylaws. This process may take up to four months approximately; (vi) registration of the corporate books before the National Commerce Registry. \n “Off-the-shelf” Acquisition The most common process to incorporate a corporation in Uruguay is directly acquiring an off-the-shelf corporation from a legal or accounting firm specialized in the constitution and sale of this type of entity. The entity sold by these firms is a corporation duly incorporated under Uruguayan laws with no prior activity. In o"}}]
["Taxes"," Economic Activities Income Tax (hereinafter referred to as “IRAE”) The IRAE taxes, at an annual rate of 25%, the tax-adjusted net income of Uruguayan sources, derived from economic activities of any nature. Income from “Uruguayan sources” is understood as income resulting from activities carried out, assets located in, or rights economically used in Uruguay. \n To establish net income, expenses accrued in the year necessary to obtain and retain the duly documented taxable income shall be deducted from gross income. Only those expenses that constitute income for the counterparty taxed by IRAE, IRPF, IRNR or by an effective tax on income abroad may be deducted. \n In November 2022, Law No. 20,095 was passed, whereby amendments were introduced in the IRAE . With these amendments, as of 2023 IRAE tax the following income obtained abroad by entities members of a Multinational Group: \n \n Income derived from intellectual property rights in patents and software, in the part that does not correspond to “qualified income”, and \n Other passive income, such as real estate capital returns, dividends, interest, and royalties, among others; as long as the entity is considered “unqualified”. \n \n Personal Income Tax (hereinafter “IRPF”) This Tax is applicable to Uruguayan incomes obtained by individuals derived from activities developed, assets located or rights economically used in the Uruguayan territory. These incomes include those derived from personal services rendering independent or non-dependent relationships. \n The tax is applied under a dual system that differentiates between income derived from the capital productive factor (generally taxed at rates of 7% and 12%, lower rates apply in specific cases) and income derived from the labor productive factor (taxed at progressive rates of up to 36%). \n Non-Residents Income Tax (hereinafter “IRNR”) Income taxed by IRNR are those derived from activities carried out, assets located or rights economically used in Uruguayan territory. \n IRNR taxpayers are non-resident individuals or legal entities not acting in Uruguay through a permanent establishment. To be included in the definition of non-resident, none of the following hypotheses (definition of residence) should be met: \n \n That the person stays more than 183 days during a calendar year, in Uruguayan territory. Sporadic absences will be considered unless the person justifies having a tax residence in another country. \n That the economic activities or individual interests of the person are located in Uruguay, in a direct or indirect way. \n \n It is presumed that the individual has a residence in our country if their spouse and minor dependent children have permanent residence in Uruguay. \n The general IRNR rate is 12%, but for dividends or profits paid by the IRAE taxpayers, it is 7%. \n Wealth Tax (hereinafter “IP”) IP is an annual tax levied on goods and rights located, placed or economically used in the country. \n When assets exist abroad, liabilities are only computed by the amount that exceeds the value of those assets. Exempt assets and duties shall be counted only for the purpose of deducting them from the deductible liability. \n The taxable amount is determined by the difference between taxed assets and deductible liabilities (commercial debts only, tax debts, except property tax), and the rate is: \n \n 2.8% for banks. \n 1.50% for the rest of the legal entities. \n 3% for entities residing, domiciled, incorporated, or located in countries or jurisdictions with low or no taxation or that benefit from a special regime of low or no taxation. \n \n Value Added Tax (hereinafter “VAT”) This tax is applicable to transactions for valuable consideration consisting of the internal circulation of assets, the rendering of services within the national territory, the introduction of assets to the country and the aggregation of value on real estate under management by non- IRAE taxpayers at the base rate of 22%. \n The assets that make up the basic household basket and certain services such as health services will be taxed at the minimum rate of 10%. \n VAT operates according to the tax-against-tax scheme, so the tax payable will be the difference between the VAT defined in the previous paragraph and the VAT included in the purchases of assets and services. \n The export of goods and certain services is not subject to this tax and generates credit for the VAT included in purchases of assets and services directly related to the export. \n Corporations Control Tax (hereinafter “ICOSA”) \n \n The ICOSA taxes corporations upon incorporation and at the close of each fiscal year. This includes those corporations that, having been incorporated abroad, have relocated to Uruguay. \n The rate is 1.50% for the incorporation of the company and 0.75% for each year-end and is applied on a tax base of 578,428 UI (five hundred seventy-eight thousand four hundred twenty-eight indexed units, approximately USD 86,000). \n For such purposes, the price of the indexed unit on December 31 of the year preceding the occurrence of the triggering event shall be taken into account. \n This tax may be charged to the Wealth Tax for the period, but if a surplus arises by such concept, it shall not entitle to refund. \n Those companies whose assets allocated to agricultural exploitation exceed 50% of the total tax assets, having the exclusive purpose of administering pension savings funds, users of free trade zones and investment financial corporations shall be exempt from this tax. \n \n Specific Internal Tax (hereinafter “IMESI”) \n \n The IMESI is levied on the first sale by producers and importers of certain products (cigarettes, alcoholic beverages, cosmetics, etc.) in the local market. Exports are not taxed. The rate varies for each taxed item and is generally set by the Executive Power, within parameters established by law. \n "]
["Labor"," General Labor Aaspects In Uruguay, there is no specific employment contract law or labor code. Moreover, the rules governing employment are fragmentary and scattered across various texts of different hierarchies. Thus, there are norms of constitutional rank, others of legal origin, provisions issued by decrees of the Executive Branch, and finally, rules of conventional origin. \n However, the autonomous regulation reached by the parties is also relevant, whether through collective agreements at the company or branch level, or through resolutions of the Wage Councils. The governing Wage Council is determined by the activity conducted by the company, and once determined, different regulations on aspects such as job descriptions, mandatory benefits, and salary increases will apply. \n Regarding new forms of work, it is important to note that different kinds of outsourcing are allowed, as well as remote work. \n Employment Agreements  There is autonomy in the choice of recruitment procedure. However, any kind of discrimination is illegitimate. \n Labor-related obligations and rights are fully valid for both parties, independent of the existence of a written employment contract. \n Considering the above, written employment agreements are not mandatory but highly advisable because, unless there is an express agreement to the contrary, contracts are deemed to be entered into without a time limit (open-ended). Therefore, despite not being a mandatory requirement, fixed-term contracts should be entered into in writing, and the same applies to those contracts that imply a specific regime (such as probationary periods, part-time schedules, etc.). \n Employment agreements may be classified according to their duration or purpose, among other criteria, being open-ended or fixed-term contracts (if there is a reason that justifies the fixed term), contracts with a probationary period (up to 90 days), or contracts for a specific project or work.  \n Labor Obligations Arising From the Employment Relationship: \n \n Payment of the Salary This is the main compensation for the services rendered. The minimum monthly legal wage is established annually. For 2024, it is $22,268 (Uruguayan pesos twenty-two thousand two hundred sixty-eight), which is approximately USD 600. The minimum salary may be higher in the appliable Wage Council to the company \n Payment of Statutory Fringe Benefits In addition to their salary and the benefits that the applicable Wage Council might mandate, all employers must pay their employees, along with their ordinary salary, the following statutory fringe benefits:\n \n Thirteenth Salary (“ Aguinaldo ”) The “aguinaldo” is a special bonus equivalent to one-twelfth of the total salaries paid in cash by the employer in the period from December 1st of one year to November 30th of the following year. Its payment is made in two installments: the first one in June and the other in December. \n Additional paid leave (“ Salario vacacional ”) This is a sum of money received by the employee before starting their holidays. This benefit is equivalent to the net daily wage of the holiday. It is calculated by deducting from the holiday wage the total contribution to social security to which the salary is subjected. \n \n \n Vacations Every employee who completes a year of work is entitled to take a 20-day paid holiday in the following year. \n Social Security and Mandatory Health and Safety Insurance All employers must register their employees with the Social Security Bank and the Ministry of Labor and Social Security, as well as obtain mandatory health and safety insurance provided by the State Insurance Bank. The employer must pay the monthly contributions to the various entities that make up the system. These contributions must be paid jointly by the employer and the employee based on (i) the monthly salary, and (ii) the applicable percentage in accordance with the law. \n Social Security and Taxation The system is financed through an employer and a personal contribution, in accordance with the following chart. Additionally, the worker is obliged to pay Personal Income Tax (\" IRPF \"). The tax rate is progressional, reaching 36%. The employer is obliged to withhold the tax prior to the payment of the monthly remuneration. \n Employer Contribution Personal Input Only for the purposes of the retirement contribution (employer and personal) is the monthly salary taxed up to the sum of $ 256.821,00 (approx. USD 6,550). Wages paid more than this amount are not compulsorily taxed. \n Dismissal and Resignation  The employee has the right to a severance payment if dismissed without justified cause (the only justified cause to avoid severance payment is gross misbehavior). This right is acquired from day one, with no waiting period. There is no rule imposing the obligation of notice of discharge but note that special compensations might apply in specific circumstances (i.e.: pregnancy, illness, recent labor-related accident, etc.). The employment contract can also be terminated by the resignation of the employee, which is also not subject to any formality. In any case, it is advisable to ask the worker to communicate their willingness to resign in writing. Resignation does not require any prior notice. \n Unionization Uruguay is governed by the principle of freedom of association, which includes the right to join or not join a trade union. Trade unions are organized by branch of activity. They have no obligation to obtain legal personality to act, but they need to be legal entities in order to receive union fee deductions from employees and to request information. \n "]
["Foreign Exchange and International Investment Regime"," There is currently no specific foreign investment control regime. Uruguay encourages all investments without discrimination between local and foreign investors. In this regard, Law No. 16,906 (the “ Investments Law ”) declares of national interest the promotion and protection of investments made in the country by both Uruguayan and foreign investors. With the exception of some traditional State monopolies, there seems to be no policy that seeks to withhold strategic sectors within the ownership of Uruguayan individuals or entities, as it occurs in other jurisdictions, except with a few exceptions explained below. \n According to the Investments Law , a national interest status may be granted to any activity, specific project or company that meets certain objectives such as the increase and diversification of exports of processed goods, the establishment of new industries or the expansion or the refurbishing of existing ones, amongst others. Additionally, the Investments Law enables the Executive Branch to provide tax advantages to activities that are qualified as “promoted activities”. \n There are indeed certain sectors that do require prior authorization in order to operate, but this is regardless of the origin of the investment (i.e., both Uruguayan and foreign investors must request this approval). \n Industry Sector Controls on Foreign Investment There are several industries and business activities that require governmental authorization in Uruguay, however, such authorizations are irrespective of the nationality of the investors. The same applies to local and foreign investment as well, such as for example, banking, insurance, other financial activities, mining, oil and gas, among others. \n However, there are certain industries in which the applicable regulations require the presence of national individuals, such as: (a) real estate: companies with bearer shares cannot own rural real estate if their controlling shareholders are (i) national entities owned by foreign States or (ii) sovereign funds of foreign States. Exceptionally, the Executive Branch may grant authorization to a Uruguayan corporation whose shareholders are foreign States or sovereign funds of foreign States if said Uruguayan corporation: (i) submits a productive project and (ii) has a minor non-controlling participation of foreign States or sovereign funds; (b) media: companies providing radio or television broadcasting shall not have foreign shareholders, (c) aviation: If the owner of an Uruguayan company carrying out aviation activities is an individual, that person must be a Uruguayan citizen. In the case of a limited liability company, at least half of the partners (with a majority of capital) must be Uruguayan citizens with real domicile in Uruguay. In the case of a corporation, the majority of the shares (with the majority of votes) must belong to Uruguayan citizens with real domicile in Uruguay; (d) National Security/ defense: National Security and Defense are exclusively within the State’s competence. Private investment, local or foreign, is prohibited; (e) transport: Pursuant to Decree No. 283/89 , in national companies of transport of cargo by road authorized to operate in international traffic more than half of the authorized capital and effective control of the company must belong to Uruguayan citizens with real domicile in Uruguay. \n Moreover, there are three State Monopolies, in which private investment (national and foreign) is not allowed: \n \n OSE (“ State Sanitary Works ”) a state-owned company has the monopoly of the water supply public service in the country and serves water treatment in the country (except in the city of Montevideo), so private investment is not possible. \n ANCAP has a monopoly on the import and refining of crude oil and the import and export of liquid, semi-liquid and gaseous fuel. Private investment in these areas is not possible (although a recent modification allows for the importing of oil within certain conditions). \n ANTEL (a state-owned company) has a monopoly of local fixed-line telecom services so private investment is not possible. Foreign investment is permitted in mobile telecom services and in long-distance telecom services with prior authorization from URSEC . \n "]
["Establishing a Business: Specific Matters"]
["Customs","In Uruguay, the \nCustoms Code approved by \nLaw No. 19.276 applies to the entire territory of the Republic of Uruguay. The second article of the law establishes the definition of the basic concepts of the matter.\nCustoms in Uruguay is under the control of the National Customs Office (\"\nDNA\"). In 2006, due to the growth of the economy and the increase in foreign trade operations, Uruguay adopted the position of positioning itself as a logistics HUB in the region, modernizing the guidelines that governed customs in the country and incorporating technology as a fundamental tool in the process.\nThe first of the steps aimed at updating the customs regime was the modification of regulatory matters. To this end, work was done on the Uruguayan \nCustoms Code (\"\nCAROU\"), the Customs Infringement Regime and the \nCustoms Brokers' Regime, and an attempt was made to standardize the guidelines and adapt them to the international framework.\nWith respect to the \nCAROU, the regulations are unified, systematized and updated; the customs territory is expanded, now including free trade zones; the figure of the Qualified Economic Operator is introduced; transparency and order of transits and franchises are increased; the list of agents linked to the customs administration is expanded; and reviews the customs infringement regime.\nCustoms Affidavit (\"DUA\")\nThe project known as \nDUA began in 2011. This consisted of the total digitization of customs documents, directly involving the participation of the private sector. Therefore, 100% of import, export and transit operations are documented digitally and must be documented by customs brokers.\nQualified Economic Operator (\"OEC\")\nAt the beginning of 2014, the \nDecree regulating the figure of the Qualified Economic Operator was signed. With this, the \nDNA grants a single Certificate to foreign trade operators who request it and comply with all the requirements and stages contemplated in the certification for a period of three years, which can be renewed.\nThe \nQEO or \nOEC in Spanish, and also known internationally as the Authorized Economic Operator, \nAEO, is a reliable and secure operator that meets a series of security and control standards (QEO Requirements) and is certified as such by the National Customs Office after an audit process of its organization, processes, security, management, and financial statements.\nIt comes from the \nSAFE Framework of Standards to Secure and Facilitate Global Trade of the World Customs Organization, which, in relation to the customs-business pillar, promotes the development of an alliance between customs and the private sector in pursuit of cooperative relationships.\nIts primary objective is to facilitate international trade under a framework of trust and security, ensuring the protection of all links in the international supply chain in a way that translates into opportunities for economic growth and increased competitiveness for countries.\nSingle Window for Foreign Trade (\"VUCE\")\nThe program began in 2011 and operates within the Institute for the Promotion of Investments and Exports.\nThe \nSingle Window for Foreign Trade (\"\nVUCE\") is a trade facilitation tool that enables all procedures related to import, export, and transit operations to be conducted electronically and from a single entry point. The implementation of a \nVUCE involves a significant modification of the foreign trade processes in which the State intervenes, making them simpler and more efficient, without compromising controls and security or altering the functional design of the involved agencies. \nVUCE platform allows the user to identify all the documents required for a foreign trade operation and for each of the procedures in question, send the electronic application and attach the digitized documents of the procedure. Through the platform, the information is referred to the corresponding competent body, which acts electronically on the procedure and can approve, reject or observe the procedure. Once the final permit or electronic document has been granted, the user is notified, and it is automatically sent (when applicable) to the National Customs Office.\n\nCurrently, the \nVUCEis the only point of entry for the management of procedures associated with Comex's operations.\nNational Verification Center\nWithin the framework of the creation of a Logistics Activity Zone in Montevideo (\"\nZAL\"), the National Development Corporation (\"\nCND\"), the Local Council of Montevideo and the National Customs Office established a commitment for the creation of the first National Customs Verification Center (\"\nCNVA\"). It is an inter-institutional project (Montevideo Municipality, Port Administration, Ministry of Livestock, Agriculture, and Fisheries, Trains Administration, Post Mail Offices and the private sector) that will enable a more effective and efficient control of loads and will disable the circulation of heavy traffic in Montevideo. \n\nThe creation of a logistics and verification center is essential to facilitate the transit of goods at the border and speed up their availability by private operators, significantly reducing waiting times.\nLUCIA System\nLUCIA system is the customs system for foreign trade that allows the reception, validation and registration of customs declarations of all administered parties (brokers, importers, exporters, etc.); it enables the control of the customs process (before, concomitant and after the release of the goods); and allows the operational, perimeter and statistical monitoring of the goods and associated operations.\nRegional Information Exchange Systems\nAccess to information as a form of collaboration between customs to facilitate legitimate operations and combat illicit traffic is essential in the current international foreign trade context. The main tool is the electronic exchange of information on customs operations, within this framework at the Mercosur level, two systems are operational: Exchange of Information on Customs Declarations (\"\nINDIRA\") and Computerized System of International Customs Transit (\"\nSINTIA\").\nINDIRA is located within the LUCIA System and allows customs officials to consult data on imports from Argentina. For example, a border official can check how a \nDUA was declared in Argentina and see that it matches the \nDUA that is being filled to him at the border and thus compare the information.\n\nSINTIA allows the sending of information from Uruguay to Argentina in order to manage risks and compare the information declared at each customs office to detect possible fraud.\nFinally, customs has gone through important changes in recent times, and the idea is that it will follow the same path in order to become a Model Customs, both regionally and internationally.\n\nThis is increasingly possible due to the professionalization of the sector and the incorporation of new technologies into the processes that make it possible to streamline procedures, centralize information, standardize procedures and facilitate the general management of customs logistics.\n"]
["Migration","As a rule, Uruguay allows the entry of any foreigner with a valid travel document (passport and identity card for Mercosur nationals). However, for some nationalities, it is required to have previously applied for an entry visa. Individuals, from most countries in Asia, the Middle East and Africa are required an entry visa.\nTo work in Uruguay, it is required to apply for a Legal Residency. The nationality and the period of stay in the country will determine the applicable procedure and the requirements to be fulfilled. South American nationals and relatives of Uruguayan nationals have a simple procedure, in comparison to the rest of the nationalities.\nThere are three main types of residence: i) Provisional Identity Card (period of 6 months), ii) Temporary Residence (period of two years) and ii) Permanent Residence (periods from two years onwards).\nOnce any of the three above-mentioned types of residence is started, the applicant can obtain a Uruguayan identity document and be registered as an employee.\n"]
["Environmental","Uruguayan environmental regulations do not consolidate all requirements and obligations under a single law. Instead, individuals and companies must adhere to specific regulations arising from various norms. These include obligations to refrain from actions that cause environmental damage, as well as requirements to obtain authorizations and permits for certain activities. Here, we outline the most significant environmental regulations in Uruguay.\nFirstly, and with constitutional status, \nArticle 47 of the \nConstitution of the Republic enshrines this protection, reinforced by A\nrticles 7, 72, and 332, establishing it as a matter of general interest. Individuals are required to avoid actions that lead to significant depletion, destruction, or contamination of the environment.\nSimilarly, \nLaw No. 16,466 (\"\nEnvironmental Impact Assessment Law\") was among Uruguay's first environmental laws, governing essential environmental management practices. \nArticle 4 of this law mandates refraining from activities that deplete, destroy, or contaminate the environment. Those responsible must implement measures to mitigate these effects, facing potential administrative, civil, or criminal liabilities.\nThe \nEnvironmental Impact Assessment Law also regulates one of the most pivotal aspects of environmental law: the assessment process. Governed by \nDecree No. 349/005 (\"\nEnvironmental Impact Assessment and Environmental Authorizations Regulation\"), this law mandates prior and operational environmental authorizations for specified activities, constructions, or projects, renewable every three years. This environmental management instrument analyzes the impacts before authorizing certain activities, constructions, or works, requiring an administrative procedure to determine whether a project presents admissible or inadmissible negative environmental impacts. Without this authorization, the project's execution plan could be delayed or even halted. Failure to obtain these authorizations can halt project execution, with fines impacting project funding.\nAdditionally, Uruguay established the \nNational System of Protected Natural Areas under Law No. 17,234, deemed crucial for national environmental protection strategies. This system safeguards diverse landscapes, ecosystems, species, and cultural elements. Other regulations protect specific areas like wetlands and rural and urban soils, governed by territorial planning regulations and departmental guidelines.\nRegarding liability for environmental damage, Uruguay lacks a specific law but addresses it through \nArticle 47 of the Constitution, Law No. 16,466 (\"\nEnvironmental Impact Assessment Law\"), and \nLaw No. 17,283 (\"\nGeneral Environmental Law\"). Uruguay's environmental regulations focus on administrative responsibility. Few articles address liability for environmental damage, and there is still no uniform regime for environmental crimes. Furthermore, a \nDraft Law on Liability for Environmental Damage has gained preliminary approval in Parliament. It proposes criminal penalties for offenses related to environmental pollution, including offenses against water, air, and soil pollution, biodiversity (wildlife and flora), and environmental management, penalizing falsehoods and obstruction of environmental oversight. The \nDraft Law holds legal entities accountable for punishable acts, with individuals in management roles also liable, facing penalties ranging from 6 months imprisonment to 8 years incarceration.\n"]
["Real Estate","Uruguay has a secure and stable legal framework in the field of real estate transactions, which guarantees the owners the protection of their private property with clear rules. An orderly and transparent system of public registries added to the study of professionals such as real estate lawyers (notaries), gives foreigners an excellent place to invest.\nUruguayan nationals and foreigners have equal rights and are subject to the same protections granted by law in connection with the enjoyment and disposal of rights over real property. For the rural areas intended for agricultural exploitation, the rules establish that the property must be under the name of a natural person or some entities with nominative shares whose owners are natural persons, but the government can authorize in specific situations cases where entities do not comply with what was prior related.\nThe most common agreements executed over real estate assets in Uruguay for the development of business are purchase agreement (\ncompraventa), preliminary purchase agreement (\npromesa de compraventa), lease (\narrendamiento), usufruct (\nusufructo) and bailment (\ncomodato) which grants different type of rights to the contracting parties and are subject to particular requirements.\nWhen it comes to the acquisition or conveyance of rights in rem (i.e., rights that rely upon real property defined by the law as such) a double formality is required: title and mode. The most common title and mode used for the conveyance of rights in rem is a public deed executed before a public notary (title) and its subsequent registration before the public registry. With the sole notary’s authorization, ownership is transferred to the buyer.\nBefore entering into any type of agreement that involves real property, investors are advised to hire a real estate lawyer (notary public) who will perform due diligence of title search, current and prior registered owners, liens and mortgage, conveyance and chain of tradition of the property for the last 20 years.\n"]
["Intellectual Property","In Uruguay, the basic legal framework of intellectual property is composed of the following laws: \nLaw No. 9,739 of 1937, which was amended by \nLaw No. 17,616 of 2003 on copyrights, Law No. 17,011 of 1998 on trademarks (including other distinctive signs such as trade names and slogans); and Law No. 17,164 of 1999, on patents of invention and utility models.The governmental agency in charge of industrial property and software is the National Directorate of Industrial Property (herein “\nDNPI”) and the agency in charge of copyrights (other than software) is the National Library of Uruguay.\nTrademarks and Patents\nTrademarks and patents are only protected through registration, whereas trade names attain protection by evidencing continuous and public use. Any act or agreement in connection with trademarks and patents, such as transfers, or even modifications regarding the owner’s name or his place of business, must be recorded before the \nDNPI to become enforceable vis-à-vis third parties.\nTrademark registration affords protection throughout a 10-year term, which may be renewed indefinitely for subsequent equal terms. Based on \nLaw No. 19,149, which amended \nSection 19 of \nLaw N. 17,011, the Use of Registered Trademarks is mandatory in Uruguay. This means that the registration of trademarks may be canceled by the holder of a direct, personal and legitimate interest through the action of cancellation for non-use, which must be filed before the \nDNPI.\nPatent protection is in force throughout a non-renewable 20-year term counted as of the application date subject to the payment of annuities. Utility model patents and industrial designs have a 10-year term of protection subject to payment of annuities, which could be extended once a term of 5 years.\n\n\nPatent or trademark owners who applied for a patent or trademark abroad, within a state member of the \nParis Convention also enjoy a 12-month period to claim the \nParis Convention Priority in the case of patents and a 6-month period to claim the \nParis Convention Priority in the case of trademarks.\nOn June 21, 2024, Uruguay became a member State of the \nPatent Cooperation Treaty (\"\nPCT\").\nTrade Secrets\nInformation that is meant to be used in industrial, productive or commercial activity, and whose nature allows it to be transferred from one party to another, will be protected as a trade secret, provided that (i) is secret, in such a way that it is not of public knowledge, nor may it be easily attainable by those knowledgeable in the respective matter; (ii) has a commercial value due to its secrecy, and (iii) has been subject to reasonable efforts to keep the information confidential. Consequently, industrial secrecy protection arises regardless of registration, whenever the requisites are met.\nCopyrights\nPer Uruguayan law, authors are the individuals who craft a protected work, to whom moral and economic rights are conferred. The author retains his right of ownership during his lifetime and his heirs or legatees heirs or legatees for a term of seventy years from the death of the deceased.\nIt is established that the enjoyment and exercise of the rights are not subordinated to any formality or registration and both are independent of the existence of protection in the country of origin of the work. It is established that the owners of the works and other rights protected by law, in order to sue the infringers, it will be sufficient that their name appears stamped on the work, performance, phonogram or broadcast in the usual form.\nEnforcement of IP Rights\nThe applicable legislation also contains regulations regarding legal actions that can be initiated in the event that third parties infringe copyrights or industrial property rights, including civil actions for infringement unfair competition, or criminal procedures. The legislation also includes the possibility of requesting ex parte preliminary injunctions.\n"]
["Consumer"," Consumers in Uruguay enjoy a series of rights that are designed to protect them in their consumer relations. The basic consumer rights include: \n \n Protection of Life, Health and Safety Consumers have the right to be protected against risks caused by practices in the supply of products and services considered dangerous or harmful. \n Education and Disclosure on Proper Consumption Consumers have the right to receive education on the proper use of products and services, freedom of choice, and equal treatment in contracting. \n Sufficient and Truthful Information Consumers should receive sufficient, clear, truthful information in Spanish, without prejudice to the use of additional languages. \n Protection Against Misleading Advertising Consumers are protected against misleading advertising, coercive or unfair methods in the supply of products and services, and unfair terms in adhesion contracts, each within the terms provided by law. \n Association in Consumer Defense Organisations Consumers have the right to associate with organizations whose specific object is consumer defense and to be represented by them. \n Prevention and Compensation of Damages Consumers have the right to the effective prevention and compensation of patrimonial and non-patrimonial damages they may suffer. \n Access to Judicial and Administrative Bodies Consumers have the right of access to judicial and administrative bodies for the prevention and redress of damages through agile and effective procedures, as provided by law. \n \n In addition, Uruguay is governed by Resolution 37/19 of the Mercosur Common Market Group , related to electronic commerce, which, among other aspects, establishes certain additional information that must be provided to consumers. \n There is also Law No. 18.507 on Small Consumer Law Cases , which regulates a specific and expeditious process for consumer claims whose value does not exceed 100 Unidades Reajustables (approximately USD 4,100). "]
["Compliance","Anti-Money Laundering, Financing Terrorism and Financing of the Proliferation of Weapons of Mass Destruction\nAs part of the UN and the Financial Action Task Force of Latin America (\"\nGAFILAT\"), a regionally based intergovernmental organization working closely with the Financial Action Task Force (“\nFATF”), Uruguay must ensure compliance with the 40 FATF recommendations and standards (the “\nFAFT Recommendations”) recognized as the \nInternational Standards on Combating Money Laundering, the Financing of Terrorism, and the Proliferation of Weapons of Mass Destruction (“ML/FT/PWMD”).Uruguay's compliance with this commitment is reflected in various laws and regulations. As of this date, the regulatory framework primarily includes: (i) \nLaw No. 17,835 dated September 29th, 2004 (as amended or supplemented), known as the \nLaw on the Strengthening of the System for the Prevention and Control of Money Laundering and Financing of Terrorism; (ii) \nLaw No. 19,574 dated January 10th, 2018 (as amended or supplemented), known as the \nComprehensive Law against Money Laundering (the “\nLaw”), along with its \nRegulatory Decree No. 379/018 dated January 10th, 2018, (iii) \nLaw No. 19,749 dated May 21st, 2019, \nConcerning the Financing of Terrorism and the application of Financial Sanctions Against Persons and Entities Linked to Terrorism, its Financing, and the Proliferation of Weapons of Mass Destruction, along with its \nRegulatory Decree No. 136/019 dated May 25th, 2019, and (iv) regulations issued by the Central Bank of Uruguay (the “\nCBU”).\nBy way of example, \nFATF RecommendationNo. 1 on “Assessing risks and applying a risk-based approach” dictates that countries should identify, assess, and understand the risks of money laundering and terrorist financing specific to the country. This includes designating an authority or mechanism to coordinate actions to assess these risks and apply resources aimed at ensuring that the risks are effectively mitigated. Based on the aforementioned assessment, countries must establish a risk-based approach and should require financial institutions and designated non-financial businesses and professions (the “\nDNFBPs”) to identify, assess, and take effective action to mitigate their money laundering and terrorist financing risks.\nUruguay identifies and assesses its \nML/FT/PWMD risks through the development of national and sectoral risk assessments, which are managed by the Coordinating Commission against \nML/FT/PWMD. This process is supported by the National Secretariat for Combating Money Laundering and Financing of Terrorism (the “\nSENACLAFT”, by its acronym in Spanish) and \nCBU. In Uruguay, there are two types of obligated subjects required to perform due diligence on their clients for anti-\nML/FT/PWMD purposes: (i) Financial Sector: This includes, but is not limited to: Banks, Non-banking financial institutions, Currency exchange houses, Representatives of financial institutions, Financial service providers, Fund transferring companies, E-money issuing institutions, Payment and collection service companies, Transfer of funds companies, Securities’ transportation companies, Insurance and mutual companies, Securities market-related companies (e.g., stock exchanges, securities brokers and stockbrokers, portfolio managers, investment advisers, investment fund managers, financial trusts, financial trustees and professionals), (ii) Non-Financial Sector: Referred to as \nDNFBPs in the language of the \nFATF Recommendations, this includes: Casinos, Real estate agencies (real estate and promoters, construction companies, and other intermediaries in transactions involving real property), Attorneys-at-law (when acting in the name and on behalf of their clients in certain operations), Notary publics (when participating in certain operations), Auctioneers, Individuals or legal entities devoted to intermediation or mediation of any operation regarding sales of antiquities, pieces of artwork, and precious metals and stones, Operators and direct and indirect users of free trade zones, Providers of corporate services, Trusts and in general, any individual or legal entity that normally carries out transactions for their clients regarding certain activities, Civil associations, foundations, political parties, groups, and in general any non-profit organization with or without legal status, Public accountants and other individuals or legal entities, acting independently and participating in the materialization of certain operations or activities for their clients, Pension savings fund managers and Sports corporations.\nOn another note, the \nLaw also lists activities that are considered predicate offenses for the crime of money laundering. Among the activities mentioned are drug trafficking, terrorist financing, war crimes, kidnapping, and fraudulent businesses, among others. It also establishes that any conversion, transfer, or possession of money derived from these activities, as well as the concealment and assistance in carrying them out, will be classified as money laundering. With respect to terrorism financing, it is codified in \nLaw No. 17,835 as “\nAnyone who organizes or, by any means, directly or indirectly, provides or collects funds or assets of any nature, whether from a lawful source or not, to finance a terrorist organization or a member of such organization or an individual terrorist, with the intent that they be used or knowing that they will be used, in whole or in part, in any type of activity or acts of terrorism, or for a terrorist organization or its members, regardless of the link or the occurrence of terrorist acts and even if they do not take place in the national territory”.\nAnti-Corruption and Anti-Bribery\nThe regulatory framework is mainly comprised of (i) \nLaw No. 17,060 dated January 8th, 1999 (as amended or supplemented) known as the \nLaw on Transparency and its Regulatory Decree No. 30/003 dated January 28th, 2003, and (ii) \nLaw No. 19,823 dated September 25th, 2019 (as amended or supplemented), known as the \nLaw for the Declaration of General Interest of the Code of Ethics in Public Service (the “\nAnti-Corruption Regulatory Framework”).\nIn furtherance of the above, Uruguay\n Law No. 17,008 dated October 7th, 1998, ratified the \nInter-American Convention against Corruption, dated March 29th, 1996, which contains binding guidelines for the adoption of preventive and corrective legislative measures for what it calls “acts of corruption”. Some of the offenses whose criminalization the states are obliged to consider pursuant to this convention were already or were subsequently regulated by the Uruguayan state, such as bribery, influence peddling, abuse of privileged information, and transnational bribery. Moreover, \nLaw No. 18,056 dated December 1st, 2006, ratified the \nUN Convention against Corruption, which contains certain guidelines for the regulation of “private-to-private bribery.” However, as of this date, Uruguay has not legislated on this matter.\nThe primary objective of the \nAnti-Corruption Regulatory Framework is to adapt and update public service practices, introduce duties and obligations for public officials, and establish prohibitions. Public officials are defined legally as any person who, regardless of the legal form of their relationship with the respective entity, performs a public function, whether for payment or free of charge, permanently or temporarily, in any state or non-state public law entity. Public officials are under the following prohibitions: Contracting with the body to which they belong, Intervening in operations where they are related to the counterpart, Engaging in other private activities where a conflict of interest with their public function may arise or an illicit use of it. Additionally, it forbids receiving certain gifts or other benefits or incentives with the purpose of expediting or delaying an act of their employment or acting contrary to their duties, which is also classified as a crime under \nSections 158 and 159 of the \nUruguayan Criminal Code."]
["Personal Data"," Personal data protection in Uruguay is mainly regulated by Law No. 18.331 of 2008, known as the Law on Personal Data Protection and Habeas Data Action, and its regulatory Decree No. 414/009, articles 37 to 40 of Law No. 19.670 and its regulatory Decree No. 64/020. \n In addition, there are various resolutions and guidelines issued by the Regulator ( Unidad Reguladora y de Control de Datos Personales - \" URCDP \"). \n This legislation establishes a robust legal framework to guarantee the privacy and protection of individuals and legal entities' personal data, in line with international standards such as the General Data Protection Regulation (\" GDPR \") of the European Union. As a result, Uruguay has had the adequacy note granted by the European Commission since 2012. \n Definition of Personal Data According to Uruguayan law, personal data is any information relating to a natural or legal person, identified or identifiable. \n Data Protection Principles Law No. 18.331 establishes several fundamental principles for the processing of personal data in Uruguay: \n \n Consent The processing of personal data requires the free, prior, express and informed consent of the data subject. It must include certain specific information and be unambiguous. \n Purpose Personal data must be collected for specific, legitimate and explicit purposes, and must not be processed in a way that is incompatible with those purposes. \n Principle of Accuracy Personal data must be accurate, adequate, relevant and not excessive in relation to the purposes for which they are processed. They must be kept up to date and any inaccuracies must be corrected. \n Security Measures must be taken as necessary to ensure the security and confidentiality of personal data. \n Confidentiality Any person involved in the processing of personal data is obliged to keep them confidential. \n Legality Databases must be registered with the URCDP . The process involves declaring certain aspects of the processing of personal information. \n Accountability Data controllers and processors must take various measures to demonstrate compliance, including privacy by design and by default, and make privacy impact assessments where appropriate. \n \n Rights of Data Subjects Data subjects in Uruguay have a series of rights that allow them to control and protect their information: \n \n Right of Access \n Right of Rectification \n Right of Deletion \n Right of Inclusion \n Right to update \n \n These must be answered within 5 working days. Otherwise, the data subject may initiate legal action for Habeas Data. \n There is also a right to opt out of the processing of data for advertising purposes. \n Data Breaches Notification In case of security breaches affecting personal data, data controllers or processors must notify the URCDP within 72 hours, and notify data subjects whose rights have been significantly affected immediately. \n Sanctions for Non-Compliance Failure to comply with data protection regulations in Uruguay can result in the following administrative sanctions: \n \n Observation \n Warning \n Fines Fines can vary depending on the seriousness of the breach and could reach up to 500,000 Indexed Units (Approx. USD 78,000). \n Suspension for 5 days Definitive Closure In extreme cases, the definitive closure of operations related to the processing of personal data may be ordered. \n \n International Data Transfers The transfer of personal data outside Uruguay may only be made to countries or organizations that guarantee an adequate level of protection according to the criteria of URCDP , or under specific conditions that ensure adequate protection of the data. \n Do Not Call List There is the Do Not Call Registry, within the scope of the Communications Services Regulatory Unit (\" URSEC \"). \n The purpose of the Register is to protect the owners or users of telecommunications services, in any of their forms, from abuses of the procedure of contact, advertising, offer, sale and gift of unsolicited goods or services. \n Any owner or user of telecommunications services who do not wish to be contacted through telecommunications services, such as through telephone calls, text messages, mobile applications or similar technological platforms for advertising, offers or gifts of goods or services may be registered in the Registry. \n Those who advertise, offer, sell or give away goods or services using telecommunications services as a means of contact on their own behalf or through data processors (i.e. natural or legal person processing personal data on behalf of the person responsible for the database or processing) located in national territory or outside it, must consult the Registry prior to carrying out the procedure. \n There are some exceptions provided for in the regulations. "]
["Antitrust"," The Uruguayan Competition Law No. 18,159 (hereinafter, the “ LPDC ”) envisages that an economic concentration shall be deemed to be any fact, act or convention that generates a transfer or change in the control of all or part of one or more participants or economic units, as well as the creation or acquisition of joint control over one or more entities. The term control shall be understood as the possibility of having continuous and decisive influence, directly or indirectly, over the strategy and competitive behavior of one or several entities. \n Any economic concentration shall be subject to pre-merger control before the Antitrust Authority as the main enforcement body (or otherwise, before sector regulators in some cases: Central Bank of Uruguay, Telecom Authority, and Water and Energy Authority), pursuant to a new dual threshold introduced through an amendment to the LPDC in January 2024, namely, when: \n within any of the last three accounting years: \n \n the annual \"net\" turnover (excluding taxes) within the Uruguayan territory of all the participants of the operation (at the group level), is equal to or greater than the amount of 500,000,000 Indexed Units (approximately USD 77 million as of June 2024), and: \n the annual net turnover within the Uruguayan territory of two or more participants of the operation (at the group level), considered individually, is equal to or greater than 30,000,000 Indexed Units (approximately USD 4.6 million as of June 2024). \n \n Furthermore, for all those cases in which threshold (ii) is not met, yet the net annual turnover in any of the last three accounting years of the participants of the operation (at the group level) is equal to or greater than the amount of 500,000,000 Indexed Units (approximately USD 77 million as of June 2024) the enforcement body must be informed of the operation. The enforcement body will then have the discretionary power, within the following fifteen working days, to determine whether the operation should be subject to a request for prior authorization, and if it deems it so, a request for approval must be submitted to the enforcement body. \n Even if the thresholds under the LPDC are met, there are a few possible legal exceptions to the requirement of pre-merger control, whereby authorization will not be needed if the operation refers to: \n \n the acquisition of companies in which the purchaser has already at least 50% of the shares thereof; \n the acquisition of a single company by a single foreign company that does not previously hold assets or shares of other companies in the country (“first landing”); \n the acquisition of bonds, debentures, obligations, any other debt instrument of the company, or non-voting shares; and \n the acquisitions of companies declared in bankruptcy, so long as only one bidder presented itself before the bidding process. \n \n Pre-merger control shall consist of a prior authorization request which shall have to be submitted by the parties to the operation prior to its closing, which shall not occur until explicit or tacit authorization is obtained. \n The Antitrust Authority shall have to issue its decision within a maximum term of 60 calendar days since the request is filed and its documentation is deemed to be “correct and complete”, with a possible “fast track” Phase I decision within the first 20 calendar days for cases which pose no competition concerns, and a potential extension of 60 additional calendar days for Phase II cases which require further review. These timelines do not apply to the sector regulators. \n The enforcement body is legally entitled to: \n \n Authorize the operation with no remedies; \n Authorize the operation subject to behavioral and/or structural remedies; \n Reject the operation. \n \n The LPDC prohibits economic concentrations that have anticompetitive effects, and there are local guidelines and relevant precedents in place setting criteria for the competitive assessment of the operations. \n The LPDC envisages the application of sanctions for the infringement of pre-merger control provisions, including the scenario of gun-jumping. \n Aside from ex-ante pre-merger control proceedings, the LPDC further envisages ex-post anticompetitive practices enforcement, addressing the prohibition of both unilateral and coordinated behavior, as well as abuse of dominance. There are certain horizontally coordinated behaviors that are prohibited under the per se rule. "]
["Infrastructure and Public Utilities"," The regulatory framework for state contracting of infrastructure, works and private initiatives is provided for in Law No. 17.555 , also known as the \" Economic Reactivation Law \", and its Regulatory Decree 442/002. \n Key Provisions and Regulatory Framework A significant measure within this law is in Article 19 , which introduced an innovative regime for private sector initiatives in public works and services. This provision extended the application of private sector involvement to the entire Uruguayan state, making it a cornerstone for state investment strategies today. The legal framework was further detailed and regulated by Executive Decree No. 442/002 , ensuring clear guidelines and processes for private sector participation. \n Private Initiatives in Public Works The mechanism of private initiatives allows any private individual or entity, whether domestic or foreign, to propose projects that address identified public needs or services. When a public need or service is detected, a private entity can present a project to satisfy this need, thereby initiating a selection process where the administration evaluates the proposal's feasibility and alignment with public objectives. This process enables the administration to assess and, if deemed viable, promote the proposal through a competitive procedure that ensures good governance and adherence to public interest. \n Article 262 of the Constitution outlines the distribution of competence, indicating that departmental matters are under the jurisdiction of the respective Departmental Government. If the administration accepts a private initiative, confidentiality is lifted, and the promoter conducts feasibility studies, which are then supervised by the administration for quality, cost, and completeness. \n The submitter of the initiative would receive a reward between 5% to 20% of the bid in the tender procedure. \n Public-Private Partnership (\"PPP\") Contracts \n PPP contracts play a crucial role in developing infrastructure and providing services within the State. According to Article 3 of the PPP Law , infrastructure projects eligible for PPP contracts include: \n \n Roads and Highways This includes urban and rural roads, providing critical connectivity and supporting economic activities. \n Railways, Ports, and Airports Enhancing transportation and trade infrastructure to facilitate economic growth and international commerce. \n Energy Projects Subject to existing state monopolies, these projects aim to bolster energy infrastructure and ensure reliable supply. \n Waste Management Initiatives for waste disposal and treatment, contributing to environmental sustainability and public health. \n Social Infrastructure This encompasses a broad range of projects. \n \n PPP contracts can also facilitate the colonization of economically viable lands for settlement, promoting agricultural and rural development in accordance with applicable laws. \n Service Provision and Restrictions While PPP contracts enable significant infrastructure development, the PPP Law explicitly prohibits contracting educational, healthcare, security, and inmate reeducation services for related infrastructure projects. This prohibition ensures that core public services remain under state control. Additionally, services exclusively managed by the state and state monopolies are excluded from PPP contracts, preserving essential public services and state functions. \n Financial Viability and Value for Money A critical requirement of the PPP Law is that a PPP contract must represent the best option (\"value for money\") for implementing the project. This involves presenting a comprehensive financial model from the private perspective, detailing the estimated remuneration for the contractor. This requirement ensures that PPP projects are not only feasible but also offer the most advantageous solution for public investment, optimizing resource allocation and maximizing public benefits. \n In conclusion, Law No. 17.555 and its associated regulatory framework mark a significant step in Uruguay's economic recovery and development. By enabling private sector participation in public works and services, the law aims to leverage private expertise and investment to address public needs, promote economic growth, and enhance the quality of public infrastructure and services. "]
["Termination of a Business "]
["Voluntary Liquidation"," Aside from any grounds for dissolution and liquidation established in the Bylaws, the company has legal grounds for dissolution and liquidation, among others, by verification of the following: upon the decision of the partners, upon expiration of the term, upon fulfillment of the condition to which existence was subordinated, with the achievement of the corporate purpose or the supervening impossibility of achieving it, upon losses that reduce the corporate assets to less than one-fourth of the integrated capital stock, upon the impossibility of its operation, upon the continued performance of an unlawful or prohibited activity or upon the commission of unlawful acts of such gravity that the corporate purpose is undermined. The liquidation described in this section refers to those causes that do not imply the determination of the liquidation by the authority. The main steps of such a process are as follows: \n \n Dissolution Unless some exceptions (e.g. expiration of the term), the General Shareholders' Assembly or the judicial authority must approve/declare the dissolution of the company. \n Modification of Corporate Name At the end of the corporate name, it must be added the legend “en liquidación” (in liquidation). Omission of this will result in joint and several liability to all administrators and liquidators for any damage to any third parties or partners. \n Appointment of the Liquidator Liquidation will be overseen by the administrators unless special cases or agreed upon otherwise. The appointment of the liquidator (an appointment that the liquidator must accept by means of an acceptance letter), if applicable, shall be made by the majority applicable to the type of legal entity, within 30 days of entering into a state of liquidation. The appointment must be filed before the National Trade Registry Section and before tax (“ DGI ”) and social security (“ BPS \") authorities. \n Continuity of the Corporate Bodies During the liquidation, the management bodies will continue to be active, but their functions must be exclusively aimed at the liquidation. \n Inventory and Opening Balance The liquidator, within 30 days of assuming office, must prepare an inventory and balance sheet, a period that may be extended up to 120 days, by resolution of the partners' majority. \n Payment of Obligations and Collection of Receivables It is necessary to fulfill and declare the extinction of the totality of the corporate liabilities. Depending on the type of entity, the company’s liquidator may even require the company’s partners to make the required contributions in order to cover the company’s liabilities. Of course, such contribution is not required when partners are only responsible towards the company for the contributions (“ aportes ”) made but are otherwise irresponsible for the company’s obligations. \n Partial Early Distribution The Business Corporations Law provides that any of the partners may demand a partial early distribution if the corporate obligations are sufficiently guaranteed. In the case of corporations, this may only be exercised by shareholders representing at least 10% of the integrated capital. \n Final Balance and Distribution Project and Implementation of the Distribution A project for the distribution of the remainder must be formulated, and the totality of the remaining assets must be awarded to the partners, by way of reimbursement of capital, in proportion to their participation in the entity. \n Extraordinary Shareholders’ Meeting Resolving: (i) the dissolution and liquidation of the Company, (ii) to approve the special balance sheet determining its assets and liabilities (iii) allocation of assets and liabilities to the shareholders, iv) state there are no pending debts and approve the distribution of assets to its shareholders, v) the cancellation of the shares, and (vi) the appointment of the liquidator. The date of the meeting where the liquidation is resolved becomes the closing date of the fiscal year, where to submit the last affidavits of the company and payment of taxes that correspond. \n Cancellation of the Registration Once the procedure has been completed, the liquidators will make a declaration closing the company's activities before the tax (“ DGI ”) and social security (“ BPS ”) authorities. DGI will communicate directly the liquidation to the RNC , without administrative conformity. \n Tax Certificates Request before DGI , BPS, and the State Insurance Bank (“ BSE ”) of certificates reflecting that all payments have been made. \n Cancellation of Shares In the case of SA , SAS, and other types of companies that have shares, the cancellation or destruction of the totality of the securities representing the capital stock must be evidenced. \n Dissolution Before AIN Cancellation of the Company, which can take place only after certificates issued by DGI , BPS and BSE have been obtained. Due to the fact that there is a deadline of 30 days to file the request for dissolution before AIN  and that the procedure to obtain the tax certificates takes time, the filing before AIN should be made before obtaining the certificates, and once those are obtained the procedure should be continued. \n Publications Once the dissolution before AIN and registration in the RNC has taken place, publications should be made in the “ Diario Oficial ” (\" Official Gazette \") and in another newspaper, for the purposes of making the dissolution and liquidation effective against third parties. \n "]
["Insolvency and Bankruptcy Regime","Bankruptcy proceedings in Uruguay are regulated by \nLaw No. 18,387 (\"\nInsolvency Law\"), enacted on October 23, 2008.\nThe \nInsolvency Lawcontains the regulation for companies in a situation of insolvency. In general, the law contains two possible outcomes.\nThe first possible outcome is the reorganization of the company. This reorganization consists of a situation where through the process the debtor makes a proposal to the creditors with the purpose of achieving reductions and waivers of their credits, allowing the company to continue its operations, and pay according to such reductions and waivers.\nA second possible outcome occurs when the reorganization is not possible, either because of the situation of the company, or because of the inability of the debtor to reach an agreement with its creditors. In this case, the liquidation of the company would be declared.\nThis law also regulates the judicial validation of a \nPrivate Reorganization Agreement (“\nAPR” for its acronym in Spanish, which consists of an agreement prior to the declaration of bankruptcy that must have the approval of a high majority of shareholders). The law also contains other regulations, such as the rules of Cross Border Insolvency where the \nInsolvency Law regulates the cooperation between Uruguay and foreign States involved in an insolvency proceeding that takes place in several jurisdictions; or regulations related to the revocation of certain acts made by the debtor.\nUnder the \nInsolvency Law, “Insolvency” is defined as a situation where the debtor is not able to comply with its obligations.\nBy this, the \nInsolvency Law associates insolvency with patrimonial impotence (i.e., the inability of the debtor's assets to meet the payment of debts, whether due or not, and regardless of the number of creditors the debtor has). In line with the above, the \nBankruptcy Law establishes a list of absolute and relative presumptions based on which a company is considered to be in a situation of insolvency.\nThe insolvency proceeding may be declared at the debtor's own initiative, but may also be requested by creditors, and even by other interested parties. If the insolvency proceeding is requested by the debtor itself, and as long as there is no prior request by a third party, the insolvency proceeding will be classified as voluntary. In all other cases, it will be classified as necessary. The consequences of the insolvency proceeding may be different if it is voluntary or necessary.\nAfter the declaration of bankruptcy, a Liquidator or Trustee would be appointed. The role of these figures is to administer the bankruptcy estate and coordinate for the best outcome for the creditors.\nThe bankruptcy proceedings would come to an end only if the agreement is entirely fulfilled (in case of a reorganization), or if all the creditors were paid with the liquidated assets of the company. Usually, the assets are not sufficient to cover all the credits. In these cases, the proceeding is declared suspended. The conclusion of the proceedings shall be declared if ten years elapse after the suspension was declared.\n"]