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Corporate bonds (obligaciones negociables) in Uruguay: who may issue, the issue document, holders' representative, guarantees and enforcement

Last verified: 2026-10-27 · Status: Stable

Commercial companies (local or foreign), cooperatives, state commercial enterprises and non state public entities may issue obligaciones negociables, and any debt security of that nature is governed by Ley Nº 18.627 art. 63 to 79 whatever its name. The issue document must state the terms, and changes to terms need at least 75 percent of the outstanding amount; in a public offering the issuer must appoint a holders' representative, and a majority of more than 75 percent can agree haircuts or extensions binding on all holders. Bonds may carry any real or personal guarantee registered without naming holders, give holders an executive action that prescribes four years after maturity, and block dividends while interest or principal is overdue.

USD figures use UYU 40.21 per US dollar, the BCU quotation for DLS. USA BILLETE on 27 October 2026; amounts in Unidades Indexadas (UI) use UYU 6.6792 per UI, the BCU quotation for 27 October 2026, and amounts in Unidades Reajustables (UR) use UYU 1,940.77, the IMPO published UR value for September 2026 (the latest published on 27 October 2026). All were retrieved on 27 October 2026. Conversions are for orientation only.

Key facts

Minimum majority to change bond terms	75 % of outstanding amountLey Nº 18.627 art. 66 K), as of 2026-10-27 · in force
Majority to approve haircuts or extensions binding all holders (public offering)	More than 75 % of the issueLey Nº 18.627 art. 73, as of 2026-10-27 · in force
Holders' representative required	Yes, in public offerings Ley Nº 18.627 art. 73, as of 2026-10-27 · in force
Prescription of the executive action on bonds	4 years from maturityLey Nº 18.627 art. 77, as of 2026-10-27 · in force
Dividend block when bond payments are overdue	Yes Ley Nº 18.627 art. 78, as of 2026-10-27 · in force

The rule

1. Commercial companies, national or foreign, cooperatives, state autonomous entities and decentralized services of an industrial or commercial nature and non state public persons with industrial or commercial activity may issue obligaciones negociables. Any debt security that by its nature is equivalent to an obligación negociable is governed by these rules whatever its name. Issues by state entities and non state public persons need Executive authorization with a prior BCU report. Different classes with different rights may be issued, and a class may be split into series, but a new series of the same class may not be issued until earlier series are fully subscribed or the unplaced balance cancelled. Sociedades por acciones may issue bonds convertible into their shares.
Cost to do it: Issuing privately needs no SSF fee; a public issue adds the registration described on the public offerings page.
Example: A Uruguayan branch of a foreign company may issue notes, because foreign commercial companies are listed as eligible issuers. / A US$10,000,000 note labelled a loan participation certificate is still governed by the bond rules if it is in substance a negotiable debt security.Ley Nº 18.627 (Securities Market Law), Art. 63, art. 64 and art. 65, 2009-12-02 official text · verified 2026-10-27

2. The issue document must contain at least the name of the security, place and date of issue and maturity, the issuer's name and domicile and place of payment, series and number and nominal value, amount and currency, term, nature of any guarantee, conversion terms if any, amortization terms, interest and any indexation, and the majorities needed to change terms and conditions, which must represent at least 75 percent of the total outstanding amount. Buying the bonds implies accepting the issue terms and the holders' representative agreement.
Cost to do it: Drafting cost only.
Example: A clause letting 51 percent of holders change the interest rate is invalid; the minimum is 75 percent of the outstanding amount. / On a US$20,000,000 issue with US$16,000,000 outstanding, changing terms needs holders of at least US$12,000,000.Ley Nº 18.627, Art. 66 and art. 68, 2009-12-02 official text · verified 2026-10-27

3. In a public offering the issuer must sign with a financial institution, a securities intermediary or another entity authorized by the SSF an agreement under which it represents the holders until the issue is fully cancelled. The agreement must allow a special majority of more than 75 percent of the issue (or a higher percentage if agreed) to replace the representative or to change terms involving haircuts, payment extensions, changes in payment dates or currency, binding all holders of the series, without prejudice to each holder's right to sue individually for what is owed. Bondholder meetings follow the issue terms and, failing that, the rules for extraordinary shareholders' meetings.
Cost to do it: Holders' representative fees are contractual and not quantified here.
Example: In a restructuring, holders of more than 75 percent of a series can agree a two year extension that binds the dissenting minority. / On a US$30,000,000 series, holders of more than US$22,500,000 can approve the extension, unless the contract sets a higher bar.Ley Nº 18.627, Art. 73 and art. 74, 2009-12-02 official text · verified 2026-10-27

4. Bonds may carry any real or personal guarantee, granted before or at issue, validly in favour of future holders with only the issuer's signature (and the third party grantor's). For registration in public registries, real guarantees only identify the issuer and the bonds, amount, maturity and other terms, without naming holders. In a public offering an authentic copy of the guarantee, showing its registration, must be deposited with the SSF or whoever it designates before the issue is registered. Guarantees pass automatically with the bonds.
Cost to do it: Registry and notarial fees for the guarantee are not quantified on this page.
Example: A mortgage securing a bond issue is registered naming the issuer and the bond series, not each investor. / A US$15,000,000 secured note keeps its mortgage when sold on the secondary market without re registration.Ley Nº 18.627, Art. 75 and art. 76, 2009-12-02 official text · verified 2026-10-27

5. Bonds give holders an executive action to claim principal, interest and any other sum due under the issue terms and to enforce the guarantees; the claim prescribes four years after maturity. An issuer in default on interest, amortization or any other amount due to holders may not distribute profits. If the issuer dissolves before maturity, the term lapses.
Cost to do it: Enforcement costs follow the executive proceedings rules on the disputes pages.
Example: A holder of an overdue note can go straight to executive proceedings rather than ordinary litigation. / If a US$100,000 coupon is overdue, the issuer may not pay dividends to its shareholders until it is cured.Ley Nº 18.627, Art. 77, art. 78 and art. 79, 2009-12-02 official text · verified 2026-10-27

6. Publicly offered securities marketed under the securities law are outside the operations covered by the interest rate and usury law, which lists them among excluded operations.
Cost to do it: No cost; it removes the usury cap analysis for registered public issues.
Example: A publicly registered high yield note is not tested against the BCU usury caps. / A privately placed US$2,000,000 note is not covered by art. 2 D) and must be checked against the usury rules, unless another exclusion applies.Ley Nº 18.212 (Interest Rates and Usury), Art. 2 D), 2007-12-05 official text · verified 2026-10-27

Worked example

Restructuring a series: a company has a US$40,000,000 series outstanding and needs a 24 month extension. Under art. 73, holders of more than US$30,000,000 (more than 75 percent) can approve it and bind the rest; while any coupon is overdue the company may not pay dividends (art. 78). At UYU 40.21 per dollar the series is about UYU 1,608,400,000.
Claim timeline: a note maturing on 30 June 2027 that is not paid can be enforced by executive action until 30 June 2031, four years after maturity (art. 77).

Step by step

Approve the issue in the competent corporate body; for convertibles, approve the related capital increase.
Draft the issue document with all art. 66 content, including a modification majority of at least 75 percent.
Grant and register any guarantee before or at issue, describing issuer and series only.
For a public issue, appoint the holders' representative, deposit the guarantee copy and register with the SSF.
Track payment dates: any default freezes dividends until cured.

Common traps

A contractual majority below 75 percent for changing terms does not meet art. 66 K).
In a public offering the majority for haircuts or extensions must exceed 75 percent of the whole issue, not only of holders present at a meeting.
Missing a coupon blocks dividends to shareholders (art. 78), which matters for groups that upstream cash from Uruguay.
The four year prescription runs from each maturity date, so holders who wait on a defaulted note lose the executive action after four years (art. 77).

Sources

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