AGM Requirements in Uruguay: Essential Compliance Guide

Holding an Annual General Meeting (AGM) in Uruguay is a crucial element of good corporate governance. It allows shareholders to review the company’s performance, approve financial statements, and make key strategic decisions. Under Law No. 16.060, every company must follow clear rules on timing, notice, and documentation to remain compliant and avoid penalties.

Financial Year and Timing

The financial year covers a one-year period, and directors determine the closing date. Any change to this date requires majority approval from shareholders. Companies must prepare and present their financial statements for approval within 180 days of the financial year-end. If the AGM does not take place within this timeframe, the company risks penalties for late filing. For this reason, directors should schedule meetings early and coordinate with auditors to meet all legal deadlines.

Notice and Meeting Procedures

Companies with fewer than 20 members can notify shareholders through standard internal practices. Those with 20 or more members must send a registered letter to each shareholder’s last known address. Meetings can be held physically, through written resolutions, or via videoconference for simplified stock companies. Limited liability companies may choose the format that best suits their structure. These flexible formats allow companies to maintain shareholder engagement while adapting to modern communication methods.

Quorum and Voting Rules

For companies with fewer than 20 members, no fixed quorum applies. For companies with larger shareholder bases, a 60% quorum on the first call and 40% on the second call usually applies to major decisions. Voting rights correspond to each shareholder’s capital contribution. Unanimous consent is required for critical corporate actions such as changes to the articles of association. This system ensures fair participation and protects shareholder interests in all decision-making.

Proxies and AGM Agenda

Shareholders can appoint proxies to attend and vote on their behalf, following the company’s established procedures. The AGM agenda typically includes the approval of financial statements, election or removal of directors, and determination of remuneration. Both directors and shareholders may propose additional items for discussion, encouraging a transparent and collaborative approach to governance.

Financial Reporting and Auditing Standards

All companies must prepare financial statements that comply with the relevant accounting standards. Listed entities follow International Financial Reporting Standards (IFRS), while smaller companies apply local standards suited to their size and complexity. Non-regulated companies are not always required to conduct audits, but regulated entities must engage a registered auditor in accordance with International Standards on Auditing (ISA). Directors should ensure that auditors deliver their reports on time so the company can meet the 180-day AGM deadline.

Filing Deadlines and Regulatory Obligations

Directors must complete financial statements within four months after the fiscal year ends. Companies that exceed specific income or asset thresholds must file these statements with state authorities. Timely filing demonstrates sound management and ensures continued authorisation to distribute profits. Consistent compliance with these requirements also helps strengthen relationships with regulators and investors.

Consequences of Non-Compliance

Failing to hold the AGM or submit the financial statements on time can lead to financial penalties and prevent companies from distributing profits until they meet all obligations. Repeated non-compliance may also affect a company’s legal standing and reputation. To prevent these risks, boards should maintain clear internal timelines and implement reliable monitoring systems for every compliance milestone.

What’s Next for Klea

Managing an AGM in Uruguay demands careful scheduling, precise documentation and full legal awareness. For additional insights into governance across jurisdictions, explore our article Navigating AGMs in Indonesia with Confidence.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For organisations seeking efficient cross-border AGM management you can:

• Request a Demo – See Klea in action.
• Start a Trial – Experience how automation streamlines your AGM process.
• Talk to Our Experts – Receive tailored advice for international governance.

Company secretarial software plays a vital role in maintaining structured governance, consistent compliance and clear shareholder communication. With Klea, companies can ensure their AGM processes remain efficient, reliable, and risk-free.

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For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.