Disclosure Requirements – Uruguay
Disclosure Category: 3
CBL, as intermediary, has no obligation to disclose the holdings or other information about its clients.
To align with relevant laws, clients involved in transactions within the Uruguayan domestic market agree and are considered to have agreed, and to comply with, disclosure requirements directly applicable to Clearstream Banking’s clients, shareholders, and/or beneficial owners.
The Law on Fiscal Transparency, which was enacted on 5 January 2017, introduced the obligation to identify the final beneficiary as well as the shareholders and the equity holders of registered shares:
- Identification of the final beneficiary and holders of registered shares in the country who hold directly or indirectly at least 15% of the capital or voting rights and exercise ultimate control over the entities. The scope of beneficiaries includes legal persons, trusts, mutual funds or any other legal structure. Moreover, the final beneficiary should meet the following requirements:
- Act in Uruguay through a permanent establishment;
- Have their effective place of management in Uruguay;
- Have final beneficiaries of investment funds and foreign trusts whose managers or trustees are residents in Uruguay.
- Disclosure of shareholders or social capital owners by all companies authorised to issue registered instruments (equities or nominative instruments) to the centralised register of the Central Bank of Uruguay (CBU). This requirement excludes those issuers whose nominative securities are traded on-exchange (local or foreign) or who use any other recognised mechanism for their public offer provided that the instruments are available for immediate trading.
Background and legal basis
Article 25 of the Uruguayan Law number 15.322 on the system of financial intermediation, which establishes a banking secrecy (and exceptions thereto) in Uruguay, provides, among other things, that disclosure by CBL shall only occur when requested by way of legitimate resolution from either penal jurisdiction or the jurisdiction competent for alimentary obligations.
A breach of Article 25 may result in imprisonment for from three months to three years.
Obligation to report threshold crossings
Threshold reporting obligations are not applicable in Uruguay.