Types of shares in Uruguayan companies

Shares are equal parts in which the capital of a company is divided. In Uruguay, according to the Commercial Companies Act No. 16.060, all shares must be indivisible and have a nominal value. According to this Act the types of shares of Uruguayan companies maybe classified following the following criteria:

According to the rights granted to the shareholders:

  • Common shares: are those that grant regular rights to the shareholders, for example to participate and vote at the meetings.
  • Preferred shares: are those that grant special rights, for example, right to an early participation in the dividends.
  • Beneficial shares “Acciones de goce”: are those that grant the right to step ahead of the liquidation of the company and receive the value thereof.
  • Serial Shares: are those that grant special rights to each one of the series of shares.

According to its ownership or transmission form:

  • Registered shares: are those that have the name of the legitimate owner in the certificate; at the same time they can be endorsable or not.
  • Book-Entry shares: are those that are not represented in negotiable certificates, therefore they are “incorporeal shares”. Property of these types of shares is evidenced through the registration in the Book-Entry Shares Registry Book.
  • Bearer shares: the legitimate owner is the one that has the share certificate. Transmission of ownership is made by the delivery of said certificate, since the share does not have the name of its legitimate owner in it. As of August 1º, 2012, Act 18.930 entered into force and established a registry system for holders of registered shares controlled by the Central Bank of Uruguay. According to said law, the resident and foreign entities that perform activities through permanent establishments and those that have their domicile in Uruguay, as well as the investment funds, must submit to the Central Bank of Uruguay, through a sworn declaration, the identification data of the holders of the shares, as well as of the custodians, agents or other third parties if existing, the total amount of the paid-in capital and each shareholders’ interest. This record must be updated each time said information is modified.


Image: Binit Sharma

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