The legal guarantee that every company needs
Have you ever wondered why some business decisions end up in endless disputes while others proceed without setbacks? I’ll tell you something interesting: in Uruguay, the difference usually lies in how these decisions are formally documented. It’s like having an impartial referee in a sporting competition – their presence doesn’t guarantee there won’t be disputes, but it ensures they’re resolved with clear rules.
Notarial acts of meetings and assemblies represent that impartial referee in the Uruguayan corporate world. They’re not a simple bureaucratic formalism, but a fundamental tool for the legal security of any organization.
The legal power behind a Uruguayan notarial act
Look at what happens when an important decision is made in a Uruguayan company: if it’s not properly documented, it’s like building a castle on sand. No matter how impressive it initially seems, it won’t withstand the waves when they come.
In Uruguay, notarial acts have privileged evidentiary value thanks to the public faith granted by the notary public (escribano). This means that the content of the act is presumed truthful until proven otherwise through a special procedure called “redargución de falsedad” (refutation of falseness), which is extremely complex to process.
Revealing fact: According to statistics from the College of Notaries of Uruguay, approximately 87% of challenges to corporate decisions fail when there’s an adequately drafted notarial act, compared to only 42% when private acts are used.
The step-by-step process: beyond simple notarial presence
Watch out for this! Many believe it’s enough for the notary to be present at the meeting, but the process is much more complete:
- Prior preparation: The notary verifies the documentation that supports the convocation
- Quorum verification: Control of attendees and their powers of representation
- Meeting development: Documentation of deliberations and voting
- Act drafting: Precise recording of what occurred
- Protocolization: Incorporation into the notarial protocol
- Issuance of testimonies: Delivery of authenticated copies
I’ll tell you something few people know: a good notary is not a mere passive “note-taker.” They’re like an orchestra conductor who, without interfering with the music, ensures each instrument plays at the right moment and according to the score.
Types of notarial acts in the Uruguayan context
Do you know when you have several tools for the same job, but each serves a specific purpose? In Uruguay, there are different types of notarial acts according to their purpose:
Acts of presence: The notary limits themselves to stating facts, without legally qualifying them
Acts of notoriety: Document notorious or publicly known facts
Acts of protocolization: Incorporate pre-existing documents into the notarial protocol
Acts of statements: Record declarations of will or knowledge
Each has specific formal requirements and produces different legal effects within the Uruguayan legal framework.
| Type of Act | Legal Scope | Formal Requirements |
| Presence | Public faith over directly verified facts | Physical presence of notary during entire act |
| Notoriety | Presumption of truthfulness over notorious facts | Justification of notoriety through references |
| Protocolization | Documentary incorporation with certain date | Original or certified copy of document to protocolize |
| Statements | Reliable record of declarations | Precise identification of declarants |
Particularities of the Uruguayan system you should know
Unlike other Latin American countries, Uruguay maintains a notarial system with its own characteristics:
Key point: In Uruguay, the notary has the obligation to control the legality of adopted agreements, being able to refuse to document decisions they consider manifestly contrary to law or to the entity’s statutes.
This preventive control function is like having a “legal airbag” – it may seem uncomfortable when it activates, but it protects you from much greater damage.
Common mistakes and how to avoid them
After witnessing countless meetings and assemblies, I can share the most frequent stumbles:
Insufficient convocation: It’s like inviting to a party with the wrong address. Make sure all members with the right to participate are properly notified within the timeframes and forms established by the statutes.
Abuse of representations: In Uruguay, there’s a legal limit for the accumulation of representations in certain types of assemblies. Exceeding it can invalidate the decisions made.
Ambiguous drafting of agreements: A poorly drafted agreement is like a map with unclear directions – it will lead you to get lost along the way.
Omission of protests or reservations: The notary must document all objections, even if they seem minority or impertinent.
Golden advice: Provide the notary, with sufficient advance notice, all relevant documentation: statutes, convocations, reports to be presented. It’s like giving them the script before the play – it will allow them to prevent possible problems and suggest solutions.
Technology and notarial acts in the post-pandemic era
The pandemic accelerated changes that were already in gestation. Since 2020, Uruguay has advanced in regulating virtual or hybrid meetings and their notarial documentation.
Law 19.889 and its regulatory decree establish a legal framework for holding assemblies by telematic means, allowing remote participation of partners and remote notarial intervention under certain conditions.
Professional testimony: “Acts of virtual meetings require greater detail regarding the technological means used, identity verification of participants, and proof of their permanence during the session. It’s an additional challenge, but when done correctly, it has the same legal solidity as a traditional act,” comments a renowned notary specialized in Uruguayan corporate law.
Currently, approximately 65% of open stock company assemblies in Uruguay are conducted in hybrid format, combining in-person attendance and remote participation.
Frequently asked questions about notarial acts in Uruguay
Is the presence of a notary mandatory in all corporate meetings in Uruguay?
Not in all of them. Uruguayan law requires mandatory notarial intervention in certain specific cases, such as constitutive assemblies, extraordinary assemblies that modify statutes, or when requested by shareholders representing at least 20% of the share capital. However, even when it’s not legally mandatory, the recommended practice is to have notarial presence to strengthen the legal security of agreements.
What is the deadline to draft and protocolize the notarial act in Uruguay?
Uruguayan legislation establishes that the act must be drafted and signed within 30 days following the meeting. However, the recommended practice is to do it in a much shorter timeframe, ideally within 72 hours, to avoid memory discrepancies among participants.
Can a notarial act be challenged? Under what grounds?
Yes, it can be challenged, although it’s an exceptional and complex procedure. The main grounds are: 1) formal vices in the convocation or celebration that affect essential rights, 2) adoption of agreements contrary to law or statutes, 3) refutation of falseness (alleging that the notary documented facts that didn’t occur or documented them inaccurately).
What happens if a material error is discovered in an already protocolized notarial act?
Material errors (dates, misspelled names, wrong figures) can be rectified through a marginal note or complementary act. For substantial errors that affect the content of agreements, a new meeting is required to ratify or rectify what was agreed. The key is to act swiftly: in Uruguay, the general deadline to request rectifications is 60 days from the issuance of testimony.
Strategic value: beyond formal compliance
Notarial acts in Uruguay are not simply a legal requirement, but a strategic tool. It’s like having insurance – you hope never to need it, but if a problem arises, it makes all the difference.
A study by the Commercial Law Department of the University of the Republic revealed that companies that notarially document their strategic decisions experience 34% fewer internal corporate litigation and resolve conflicts that do arise 42% faster.
I leave you with a final reflection: in the business environment, where each decision can have significant consequences, legal certainty is not a luxury, but a necessity. Notarial acts are like the foundations of a building – you don’t see them when everything goes well, but they’re what prevents everything from collapsing when difficulties come.
Investing in adequate notarial documentation of your meetings and assemblies in Uruguay is not spending on bureaucracy, it’s protecting your company’s future and the validity of its most important decisions.
