Unlock the Ultimate Guide to Annual General Meetings in Uruguay: What You Need to Know for Success

Under Law No. 16060, the financial year is a one-year period with a closing date set by the company’s directors, requiring majority approval from shareholders for any changes. Companies must prepare and present their financial statements for approval within 180 days from the end of the fiscal year. If the AGM is not held within this timeframe, it may lead to late filing of financial statements and associated penalties.

What Are the Notice and Conduct Requirements for AGMs?

For companies with fewer than 20 members, notification follows established practices, while those with 20 or more members must send a registered letter to each member’s last known address. AGMs can be conducted through physical meetings, written resolutions, or videoconferences for simplified stock companies. Limited liability companies have the flexibility to choose the method of conducting their meetings.

What Is the Quorum and Voting Process for AGMs?

Companies with fewer than 20 members do not have a specific quorum requirement, whereas those with more than 20 members need to achieve a 60% quorum on the first call and 40% on the second call for significant decisions. Voting rights are proportional to capital held, and unanimous votes are required for major changes, ensuring all shareholders have a voice in important matters.

Can Shareholders Appoint Proxies and What Items Are Included in the AGM Agenda?

Shareholders can appoint proxies to represent them at the AGM, following the company’s established procedures. The agenda typically includes the approval of financial statements, the appointment or removal of directors, and fixing their remuneration. Both shareholders and directors have the opportunity to propose additional agenda items.

What Financial Reporting Standards and Auditing Requirements Must Be Followed?

Financial statements must comply with appropriate accounting standards, including IFRS for listed companies and specific standards for small and medium-sized entities. While non-regulated companies are not required to have their financial statements audited unless seeking funding, regulated entities must undergo audits by registered auditors following International Standards on Auditing.

What Are the Deadlines for Filing Financial Statements?

Directors must prepare financial statements within four months of the fiscal year-end. Companies exceeding certain income thresholds are also required to file their financials with state bodies.

What Are the Implications of Failing to Comply with AGM Requirements

Companies that do not meet filing requirements for financial statements can face penalties, including fines, and may be prohibited from distributing profits until compliance is achieved.

Conclusion

Klea can assist in navigating these legal requirements and ensure compliance with AGM procedures. Understanding these facets of corporate governance in Uruguay is essential for maintaining proper business operations and avoiding penalties.

For further insights, check out our guide titled Unlock Your Ultimate AGM Triumph in Slovenia: Expert Insights and New Strategies for Best Results. This guide offers strategies for managing AGMs in Slovenia, helping companies strengthen their global corporate governance.