Post by atumdjeheuty on Apr 2, 2016 23:54:25 GMT 4
Advantages of Uruguay as a Jurisdiction
Reputable jurisdiction
Foreign income and assets of a Uruguayan Corporate Vehicle are not taxed
Flexibility
Shares may be bearer-type or nominative
Company does not require more than one director or shareholder
Directors and shareholders may be non-Uruguayan
Presence of directors and shareholders is not required in Uruguay
Purpose may be all-encompassing of any business activity
Solid banking system
Free inflow and outflow of capital in any currency
Uruguay's Corporate Vehicles: SAs
Type of vehicle called "Sociedad Anónima" (SA)
Capital is divided into shares
Shares may be bearer shares or nominative shares
One shareholder may own 100% of the shares
Bearer shares are transmitted by simple delivery
No minimum capital required; no maximum capital limit
Shareholder's liability is limited to the paid-in capital
The SA's Two Bodies
Shareholders' Meeting
It appoints the Board of Directors and approves the financial statements and the distribution of dividends
Shareholders may be foreign citizens or entities*
It must meet once a year, and it may do so by proxies
Board of Directors (BOD)
It may have one or more members (they may be foreign citizens, even entities, and are not required to be shareholders)
The BOD is the executive body and may have unlimited or limited powers
It must meet once a year, locally or abroad, and it may do so by Proxies
Taxes
No taxes on foreign assets or income
No taxes on distribution of dividends
The only tax due is an annual flat tax ("ICOSA"): USD 520
Obligations of an SA
Few, simple obligations:
Keep accounting books (which don't require recording)
Prepare financial statements once a year
Hold a shareholder's meeting once a year
File tax forms and pay the annual flat tax
Few, simple obligations:
Bearer-shares SAs: sharholder name must be recorded in confidential registry at Central Bank of Uruguay
The physical presence in Uruguay of the corporation's shareholders is not required for any of these activities.
Examples of Offshore Activities by an SA
Investment vehicle
Holding company
Asset-protection vehicle
Lender
Trading company
SPV to securitize assets abroad
Owner/holder of patents and copyrights
Vehicle to provide professional or advisory services
Incorporating / acquiring an SA
Any person or company, of any nationality, may acquire or incorporate a Uruguayan SA
One needs to pick a company name and decide who the director will be, and a company is activated instantly (*)
(*) Plus, fill KYC form and provide bank reference letter, background information
Opening a Bank Account
Uruguay's Banking system is a solid one:
Few banks, all foreign-owned plus one government bank (BROU)
Strict Banking Privacy Laws
No history of forced conversion or freezing of deposits
It's easy to open a bank account:
Foreign non-residents can open accounts in any available currency
No special requirements for foreigners:
ID (passport)
Proof of Address (utilities bill)
Bank reference letter plus local reference, proof of income source
Reputable jurisdiction
Foreign income and assets of a Uruguayan Corporate Vehicle are not taxed
Flexibility
Shares may be bearer-type or nominative
Company does not require more than one director or shareholder
Directors and shareholders may be non-Uruguayan
Presence of directors and shareholders is not required in Uruguay
Purpose may be all-encompassing of any business activity
Solid banking system
Free inflow and outflow of capital in any currency
Uruguay's Corporate Vehicles: SAs
Type of vehicle called "Sociedad Anónima" (SA)
Capital is divided into shares
Shares may be bearer shares or nominative shares
One shareholder may own 100% of the shares
Bearer shares are transmitted by simple delivery
No minimum capital required; no maximum capital limit
Shareholder's liability is limited to the paid-in capital
The SA's Two Bodies
Shareholders' Meeting
It appoints the Board of Directors and approves the financial statements and the distribution of dividends
Shareholders may be foreign citizens or entities*
It must meet once a year, and it may do so by proxies
Board of Directors (BOD)
It may have one or more members (they may be foreign citizens, even entities, and are not required to be shareholders)
The BOD is the executive body and may have unlimited or limited powers
It must meet once a year, locally or abroad, and it may do so by Proxies
Taxes
No taxes on foreign assets or income
No taxes on distribution of dividends
The only tax due is an annual flat tax ("ICOSA"): USD 520
Obligations of an SA
Few, simple obligations:
Keep accounting books (which don't require recording)
Prepare financial statements once a year
Hold a shareholder's meeting once a year
File tax forms and pay the annual flat tax
Few, simple obligations:
Bearer-shares SAs: sharholder name must be recorded in confidential registry at Central Bank of Uruguay
The physical presence in Uruguay of the corporation's shareholders is not required for any of these activities.
Examples of Offshore Activities by an SA
Investment vehicle
Holding company
Asset-protection vehicle
Lender
Trading company
SPV to securitize assets abroad
Owner/holder of patents and copyrights
Vehicle to provide professional or advisory services
Incorporating / acquiring an SA
Any person or company, of any nationality, may acquire or incorporate a Uruguayan SA
One needs to pick a company name and decide who the director will be, and a company is activated instantly (*)
(*) Plus, fill KYC form and provide bank reference letter, background information
Opening a Bank Account
Uruguay's Banking system is a solid one:
Few banks, all foreign-owned plus one government bank (BROU)
Strict Banking Privacy Laws
No history of forced conversion or freezing of deposits
It's easy to open a bank account:
Foreign non-residents can open accounts in any available currency
No special requirements for foreigners:
ID (passport)
Proof of Address (utilities bill)
Bank reference letter plus local reference, proof of income source