Key Benefits:
ArtAculoA 1Aº.A (Application Scope).-The stock market, all agents that participate in, stock exchanges, and other public offering securities trading markets, securities, and issuers securities of the public offering, shall be subject to the provisions of this law, to the regulation that dictates the Executive Branch and to the general rules and instructions that the Superintendence of Financial Services of the Central bank of Uruguay for its execution.
ArtAculoA 2Aº.A (Definitions and scope).-Public offering of securities is understood to be the communication addressed to the public in general or to certain sectors or specific groups of the same, for the purposes of acquiring, selling or to redeem those securities. The invitation to the purchase of securities made to the clients of an institution in a generalized way constitutes public offer even if no advertising is carried out in this respect.
Private emissions are excluded from the provisions of this Title. In the case of private securities issues, it should be stated that they are not private, but may be placed directly to certain persons or to certain legal persons and shall not be listed on the Stock Exchange or in the form of advertising on the stock market. placement. Those who make private emissions will be responsible for clarifying explicitly that such emissions have not been recorded by the Financial Services Superintendence.
ArtAculoA 3Aº.A (Securities Registry).-You can be made public offering of securities when these and their issuer have been registered in the Securities Registry which for those purposes will bring the Superintendence of Services Financial.
The Central Government, the Central Bank of Uruguay, the Departmental Governments and the securities issued by them shall not be required to register in the Securities Registry.
ArtAculoA 4Aº.A (Subscription in the Securities Registry).-The request for the registration of public offering securities in the Securities Registry should be filed by the issuing entity.
The Superintendence of Financial Services may provide for differential requirements in relation to the type of value, offer, investor to which it is addressed and the issuer in question, assuring by the issuer the due information regarding of the characteristic of the issue and the rule to which it is subject.
The authorized prospectus will be the one that governs the issue and the only one that could be registered in the markets for the securities of public offering.
ArtAculoA 5Aº.A (Information disclosure).-Public offering securities issuers will disclose in a truthful, sufficient and timely manner, any essential information regarding their own, securities offered and the offer.
The regulation of the executive branch and the general rules and instructions of the Superintendence of Financial Services, will establish the content of the information and the requirements for its dissemination, with the objective that the potential investors have the appropriate elements for the purposes of their decision.
ArtAculoA 6Aº.A (Reserved and confidential information).-The information of an issuer or the securities issued in the course of the charge or position shall be considered to be inside information. transmitted by a client in relation to its own pending orders, which has not been made public and which to be made public may have a significant influence on the listing of the securities issued or its derivatives, as well as the The transfer operations of the ownership to be carried out by an investor in the stock market in order to gain advantages with securities trading.
The agents involved in the securities market that disclose or confate inside information before it is disclosed to the market, recommend the conduct of the transactions with securities on which it has inside information or make improper use and avail themselves for the benefit of themselves or third parties of the privileged information of the sanctions referred to in the article 118 of this law, without prejudice to the actions for the purposes of this law. Place.
SerA of equal sanctions and their conduct shall be entitled to act civilly for damages, the agents intervening in the market of securities that disclose false or tendentious information on securities or issues with the the purpose of benefiting from this, without prejudice to the provisions of criminal law.
ArtAculoA 7Aº.A (Fines).-It is up to the Central Bank of Uruguay to ensure the transparency, competitiveness and orderly functioning of the securities market, due to adequate information to the investors and by the reduction of the systolic risk.
ArtAculoA 8Aº.A (Regulations and audits).-For the purposes provided for by this law, the Superintendence of Financial Services of the Central Bank of Uruguay, in the context of its competence, will dictate the standards to which the stock markets and the persons or legal persons in the securities market are to be adjusted, which in them are involved in the characteristics set out in this law for the regulation and for each type of entity.
ArtAculoA 9Aº.A (attributions).-For the exercise of the powers provided for in this law, the Superintendence of Financial Services of the Central Bank of Uruguay will have the following attributions:
| 1. | Dictate rules to encourage and preserve a competitive, orderly and transparent stock market. |
| 2. | Dictate rules that establish the behavior codes to which participating agents are to be submitted values. |
| 3. | Bring the registry of authorized entities and values for public offering. |
| 4. | Set general carA rules according to which whether an offer is public or not, according to the 2Aº of this Law. |
| 5. | Reglamenting open company takeover operations for the purpose of preserving market transparency and protection of investors. For these purposes, you can set the conditions under which the public offering of stock acquisition becomes mandatory. |
| 6. | Require the persons mentioned in the article 8Aº of this law to provide information on the periodicity and under the forms that the Superintendence deems necessary, as well as the display of records and documents. For the exercise of such tasks, professional secrecy will not be available to you. |
| 7. | Require of the persons and legal persons not included in the article 8Aº of this law that provide information under the forms that the Superintendence deems necessary, as the exhibition of records and documents, in occasion of the realization of investigations and inspections linked to matters of the market of values. For the exercise of such tasks, professional secrecy will not be available to you. |
| 8. | Approve the creation of private institutions that constitute new markets for the negotiation of public offering securities and their operating requirements. |
| 9. | Dictate rules that set the minimum capital and asset-to-equity ratio for the people of the natural and legal persons intervening in the public offering of values. |
| 10. | Dictate the accounting and asset value rules applicable to agents submitted to your surveillance. |
| 11. | Dictate the rules for risk management for agents who are subject to their surveillance. |
| 12. | Apply all people who violate the rules to the penalties provided for in the artAculoA 118 This law, with the exception of those that constitute competition attributed to the Board of the Central Bank of Uruguay. |
| 13. | Participate in international bodies in the field of their competence and conclude agreements with such bodies, as with securities markets regulatory entities in other paAces. |
| 14. | Exchange relevant information with the organizations listed in the previous numeral for the investigation of violations or crimes committed in the securities markets. To this end, you can also subscribe to memoranda of understanding. For this purpose, provision of information protected by confidentiality rules can be provided if the following requirements are met: |
| A) | The information to be provided should be used by the requesting body only and specific the purpose of analysing or sanctioning the constituent facts of the offences or offences. |
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| B) | Regarding the information and documentation they receive, both the requesting body and their Officials shall be subject to the same obligations of professional secrecy governing the Central Bank of Uruguay and its officials. |
To the agreements and memoranda of understanding that the Superintendence celebrates in the exercise of the competition established in the preceding numerals 13 and 14 should be approved by the Board of the Central Bank of Uruguay in order to enter into
ArtAculoA 10.A (Creation, mission, and functions).-Crate the Stock Market Promotion Commission, which will tend to promote the development of the stock market.
The Securities Market Promotion Commission, for the performance of its tasks, will have the following functions:
| 1. | Advising the Executive Branch in all matters pertaining to the promotion and development of the stock market. In consequence of this function you can advise the Executive Branch in relation to regulatory projects. |
| 2. | Promote and conduct studies and research on the securities market by promoting initiatives to the Executive Branch and the demA s agents involved in it to drive their operation and development. |
| 3. | Promote and propose policies and public actions in the field of your competence. |
ArtAculoA 11.A (Organization).-The Value Market Promotion Commission will be integrated by a representative appointed by the Executive Branch, two representatives of the stock exchanges and other existing institutions that constitute markets for the negotiation of public offering securities, a representative of public supply issuers, and two representatives of the administrative savings fund managers. The Executive Branch will elect the two representatives of the stock exchanges and other institutions mentioned in the negotiation of public offering securities, the representative of the issuers as well as the representatives of the administrative (a) the Commission shall be able to provide the Commission with a view to the establishment of a list of institutions and groups of market players which shall be included in the list. The Commission shall be chaired by the representative of the Executive Branch.
ArtAculoA 12.A (Reglamentation).-The Executive Branch will regulate the form and opportunity of proposal and election of the representatives mentioned in the previous article asA as the way of operation The Commission of the Promotion of the Stock Market.
ArtAculoA 13.A (Definition).-For the purposes of this law, transferable goods or rights, whether or not incorporated into a document, shall be understood to comply with the requirements they establish the rules in force. Included in this concept are the shares, marketable bonds, futures market, options, investment fund shares, securities securities and, in general, all credit or investment rights.
ArtAculoA 14.A (scriptural values).-By scriptural values, those that are issued in series and represented exclusively by account annotations that meet the requirements established in this law and in the regulation to be determined by the Executive Branch.
The annotations in account will be made by the registrant in a Register of Written Values that may be carried by electronic means or others, under the conditions set out in the regulation.
ArtAculoA 15.A (Creation).-To issue scriptural values the issuer must grant an issue document and register the values in the Register of Written Values which for such purposes will set the registrant.
From that inscription, the annotations of the values included in the issue will be made in the accounts of their respective holders.
ArtAculoA 16.A (Rights on scriptural values).-The constitution, modification, transmission and extincation of any classes of rights on scriptural values will be held by the registration in the account of the holder in the Register of Written Values that will be taken by the registrant.
ArtAculoA 17.A (Rules and principles on securities securities).-The principles and rules governing the securities securities shall apply to the scriptural values in all that is not provided for by the rules contained in this law.
ArtAculoA 18.A (Consumer relations).-Investor relationships with brokers, stock exchanges, other private institutions that constitute offer securities trading markets public and the registrants, if any, are consumer relations regulated by the Law No 17.250, dated 11 August 2000.
ArtAculo 19.A (Required. Convertibility).-Public offering values should be represented by annotations in account.
Private offer values can be represented by annotations in account or titles. No emissions shall be made which are in the form of scriptural and fAsks simultaneously.
The form of representation adopted will tend to be irreversible in each issue and apply to all the values that make it up.
ArtAculoA 20.A (Fungibility).-The scriptural values of the same issue, issued by a single entity, that have identical characteristics according to what the regulation establishes, may be operate as fungibles, without prejudice to their identification, specification or breakdown, where this is necessary or appropriate for the exercise of their rights.
ArtAculoA 21.A (Content and Form).-The issuer should record in the issuance document among others, the registrant entity and the characteristics and conditions of the securities to be issued by the issuer. Regulation, without prejudice to enunciations requiring special laws applicable to certain securities.
The issue document should be granted in public or private writing whose signatures will be certified by public and will be protocoled.
The regulation will set the registration conditions for the respective issuance documents.
ArtAculoA 22.A (Advertising).-The holders of scriptural values and other interested asA as the general public have the right to obtain from any of the qualified entities referred to in the artAculoA 24 of this law, the exhibition of registered issuance documents.
The issuer, the registrant, and the Financial Services Superintendence, where applicable, should have at all times the registered issuance documents for their display at the disposal of any interested party or of the public in general.
ArtAculo 23.A (registrant entity).-The registrant is one that will take the annotations into account of the scriptural values. The codes to be used shall be taken into account by those recognised internationally.
.A (Enabled Entities).-The record of the scriptural values will be attributed to a single entity by issue.
You can be enabled entities that meet the conditions that you set the regulation.
The Registry of the Written Values of Securities Issued by the State and governed by national law will be in charge of the Central Bank of Uruguay.
ArtAculoA 25.A (Effects).-All acts that affect, constitute, recognize, modify, declare, or extant the domain, the usufruct, and other actual or personal rights to the scriptural values will be performed by registration in the account of the holder in the corresponding Register of Written Values, even if the inscription has been made by means of code.
Such acts shall have effect between the parties and shall be oponable to third parties from the time of their registration in the corresponding Register.
ArtAculoA 26.A (Principles).-The organization and operation of the Records of Written Values, systems of identification and control of the scriptural values, as well as the relationships and In the case of securities, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange, securities exchange protection of investors ' interest and the confidentiality of the investments.
In particular, consideration should be given to the principles of the priority of the inscription and the following.
ArtAculoA 27.A (Identification).-The registrants will take the records of the accounts for each issue.
The securities intermediaries shall make the entries in the register of the registrants in their own name, in the case of their own securities or for the account and order of the investors, as indicated in the following article.
ArtAculoA 28.A (Value Brokers. Record).-The securities intermediaries shall bear a full, clear and accurate record of the securities by which they have entered the records of the registrants for account and order of the actual holders by means of such that allows the full and full individualization of these and their successors in their case.
Such records should comply with the same principles and requirements as established by the laws, decrees, and rules of the Financial Services Superintendence for records taken by registrants.
ArtAculoA 29.A (Rectification of enrollments).-The entities registrants may not rectify the inaccurate inscriptions by virtue of judicial resolution or in the case of purely material errors which result from the registration itself or the mere confrontation with the document by which the inscription was practiced.
ArtAculoA 30.A (Liability).-The registrant entities, including the securities intermediaries, will be held accountable to those who are harmed by the failure to perform the corresponding inscriptions, inaccuracies, errors and delays, except that the omission or inaccurate or erroneous registration has been caused by an intentional or culpable conduct of the injured person.
The failure to comply with the rules for the organisation and operation of the registers and the identification and control systems of the securities shall give rise to the civil liability of the registrants and/or the securities intermediaries, This is the case against those who are harmed.
All without prejudice to any criminal or administrative sanctions that are also applicable.
ArtAculoA 31.A (Fiscalization).-Corresponding to the Financial Services Superintendence the audit of compliance by registrants and securities intermediaries of all their obligations and, in particular, those related to the compliance and maintenance of the technical and organizational standards of the registers.
ArtAculoA 32.A (Counterparty).-The sum of the amounts of all the holders registered in the Register of Written Values for each issue, should be at all times the exact counterpart of the value Total amount of circulating amount of the same.
The registration system adopted by the registrants should be carried out in a way that guarantees investors the fulfillment of what was established in the previous incident.
In the protection of the holders and the issuers concerned, the registrants and securities intermediaries should have adequate registration systems for the securities that they operate as fungible.
ArtAculoA 33.A (Competition of the registrants).-The registrants, in addition to practicing the registration of the issuance, the ownership of the securities and the acts that affect them, It may provide the services of administration of such securities, thereby understanding the collection of dividends, interest or redemptions, as applicable, and the payment to their holders.
ArtAculoA 34.A (Entitlement).-It is assumed that the holder is legitimate to the one who appears in the Register of Written Values and, in the case of an inscription made by the intermediary of securities for account and order of third parties, who are listed as the holder in the registry of the respective intermediary, unless otherwise tested.
ArtAculoA 35.A (Exoneration of liability).-The issuing entity that complies in good faith with the provision in favor of the registered owner does not incur liability if it turns out that he is not the real owner of the value.
ArtAculo 36.A (Transmission. Effects. Exceptions).-The transmission of the scriptural values shall be the place by accounting transfer. The inscription in the Register of Written Values of the transmission in favor of the acquirer will produce the same effects as the tradition of the titles.
The transmission will have effects between the parties and against third parties from the moment the inscription has been practiced in the respective account of the Register of Written Values.
The issuer will be able to oppose, in front of the bona fide holder of the scriptural values, the exceptions that may have been possible in the case that the values have been represented by means of titles and those that derive from the document of issue.
ArtAculoA 37.A (Co-ownership).-The right holders of written values should designate a representative to exercise the rights inherent in them. In its absence, any co-owner may request the judicial appointment of a representative for the purposes of which the procedure provided for in Articles 346 and 347 of the General Code of the Process shall apply.
ArtAculoA 38.A (Third Parties. Effects).-Transmissions of the scriptural values to the payment or free of charge of payment, permuse, trust, enforced execution and any other title or mode, will not have effect between parties nor against third parties, until proceed to its registration in the Register of Written Values.
For such purposes, the new holders must submit to the Register of Written Values the public or private document that accredits their right as a new holder.
ArtAculoA 39.A (Transmit by cause of death).-In case of death by cause of death, the registrant shall record to the successors who must prove their quality of such by means of testimony of the declaratory of heirs.
ArtAculo 40.A (Actual rights. Others).-The constitution, modification and extinctions of personal rights, taxes, garments or other real rights, prohibition of innovation, annotation of the litis, embargoes or other precautionary measures on scriptural values, will have by inscription on the account of the holder in the corresponding Register of Written Values.
For such purposes, securities intermediaries shall have the obligation to inform the registrant of what is appropriate for their effectiveness.
The inscription of garments, prohibition of innovation, the recording of the litis, embargoes or other precautionary measures on scriptural values will produce the oponability against third parties of the tax or measure inscribed and its consequent priority to subsequent enrollments.
In no case shall the inscription of the garments in the Record of Perks Without Displacement referred to in Article 4Aº of the Law No 17.228of 7 January 2000, with the amendments made by the article 301 of the Law No 17296,21 February 2001.
The registrants should inform the respective investors, the stock exchanges, other private institutions that constitute markets for the sale of securities and the intermediaries of securities that intervene. in their marketing the acts registered under the first paragraph of this Article.
ArtAculoA 41.A (Test, legitimization, and immobilization).-The legitimacy for the exercise of the emerging rights of the scriptural values can be credited by certificates that are issued to such effects by the registrant and, in addition, by the respective securities intermediaries in the case of securities registered by them.
The certificates of legitimacy will not confer more rights than those relating to legitimization and will not be negotiable. The object acts that are the object of the same are null.
The term, content, and other conditions of the values, will be set by the regulation.
SAIs have the legitimacy to request the issue of certificates for the holders of rights on the scriptural values or their legal, voluntary or statutory representatives.
The registrants and the securities brokers, if any, may issue more of a certificate of legitimacy for the same values and to exercise the same rights in case of loss, destruction or proven subtraction. for procedures to be set by the regulation.
The values for which certificates of legitimacy have been issued shall be frozen for the duration of their validity.
registrants and securities intermediaries may not practise registrations until the holder has not returned the certificates issued in his favour, except in the case of transmissions resulting from enforced executions or the certificate has been left private.
ArtAculoA 42.A (Devoluciation).-The user, creditor, or holder of tax or other rights, without prejudice to the ability to request and obtain the issue of a new one, must return the Certificate of legitimacy issued to you in your favor, within the next weak dAA in which the transmission of values is notified to you. The time limit for such certificates shall expire.
ArtAculoA 43.A (Expiration).-The legitimization certificates will expire:
| 1. | By the expiration of the term of its validity or by that referred to in the causes established in the respective regulation. |
| 2. | For the transmission of values operated by forced execution. |
| 3. | By the modification of entitlement ordered by executed judicial statement. |
ArtAculo 44.A (Electronic Media. Other).-The registrants and the securities intermediaries may use, to organize the records, files and other documents necessary for the performance of their functions as to receive and send information of all the Securities market participants, electronic and magnetic means, without prejudice to others authorized by the Central Bank of Uruguay.
ArtAculoA 45.A (Security Systems).-The registrant entities and the securities intermediaries should have adequate security systems to prevent and cover the operational risks that they depend, as well as implementing contingency plans for the immediate recovery of their operational capacity in the event of being affected by causes that are or are not attributable to them.
ArtAculoA 46.A (Conditions).-The registrants and securities intermediaries should organize their records with a technical, technical, electronic or any nature system that The conditions of security, availability, auditability and integrity, for the purposes of which we have to have the mAnimos elements that set the regulation, must be fulfilled.
ArtAculoA 47.A (Test).-Any record relating to scriptural values in electronic means from public or private public or private offering, constitutes authentic documentation and as such will be valid and admissible as a means of testing by making full faith to all intents and purposes, in accordance with Article 4Aº of the Law No 18.600, dated 21 September 2009, provided that it is duly authenticated.
ArtAculoA 48.A (Firmas).-All documents in electronic means related to scriptural values of public or private public or private offering, whose content is validated by one or more electronic or digital signatures by means of secure or other secure techniques, in accordance with the article 6Aº of the Ley NAºA 18,600, dated 21 September 2009.
ArtAculoA 49.A (Digital Signature).-It is applicable to any electronic record of scriptural values of public or private issuers, of public or private offering, the rule established in the href="areuelveref.aspx?ACT, 18600//HTM"> Law No. 18.600, dated September 21, 2009, for electronic certification.
ArtAculoA 50.A (voting rights).-The right to vote that agree to their holders certain values shall be exercised directly by them or by persons appointed for such purposes, by means of a document written with notarially certified signature.
ArtAculoA 51.A (Checked. Constances).-The entity that carries the Register of the Written Values must grant the subscriber of these values proof of the opening of his account and of any movement that is registered in it. The holder shall also have the right to be given a record of the balance, the statement of the account and the total or partial detail of the movements carried out therein.
Intermediaries must provide investors with copy of the issuance document and check all transactions that they perform on their own account with scriptural values.
For the purposes of this law, constancy and proof are equivalent expressions.
ArtAculoA 52.A (Caption enough. (c) the number of cases of non-compliance, the constances issued by the registrant shall be sufficient to claim the rights of each of them. You will have the title of the executive title to claim the payment of any amount and payable amount corresponding to any title asto to execute any class of guarantees granted. In the case of a holder registered in the registry that carries the intermediary, the title shall be made up, with the record issued by the holder in the name of the holder in question, which the registrant issued in the name of the intermediary in relating to the investment that he himself will perform for his client's account and order.
Actions to reclaim the property of the scriptural value will be processed by the delivery procedure of the thing set out in the article 364 of the General Code of the Process.
ArtAculoA 53.A (Insolvency).-The scriptural values integrate the heritage of your legal headlines.
The registrant entities should have adequate identification and separation systems of the values of the different investors or holders between sA, even in cases where those securities operate as fungibles.
Equal obligations will have the value brokers who, in addition, should have adequate separation systems in relation to the values of their property.
The sums delivered by investors for the acquisition of scriptural securities will continue in the equity of investors until the registration is effected in the registrant, in accordance with the instructions given by investors.
ArtAculoA 54.A (Professional Secret).-The registrants and the securities intermediaries are included in the obligation of professional secrecy, in the terms of the article 25 of the href="areuelveref.aspx?LAW, 15322/art25/HTM"> Decree-Law No 15.322of 17 September 1982, which would not be applicable to the Central Bank of Uruguay.
ArtAculoA 55.A (Professional Secret. Dependent).-Any person who participates in any concept in the direction, management, control or audit of the registrant entity of the issuer or of the intermediary securities intermediaries asA as any person employed or contracted by any of those subjects of law and who has knowledge within the framework of their professional activity of information related to the scriptural values and their headlines, and is also obliged to keep professional secrecy in the terms provided for in Article 25 of the Decree-Law No 15.322, dated 17 September 1982, which would not be applicable to the Central Bank of Uruguay.
ArtAculoA 56.A (Responsibility. Penalties).-Without prejudice to the liability and penalties imposed by this law and the applicable rules dictated by the Superintendence of Financial Services, the issuers, the registrants, the stock exchanges, other Private institutions that constitute markets for the negotiation of public offering securities and securities intermediaries, will be responsible for the safe, continuous and reliable operation of the operative with scriptural values that each perform and, in particular, for the preservation and inviolability of the Register of Scriptural values under your responsibility.
Each of the agents mentioned in the preceding incident shall be responsible for any and all damage to investors for any deficiencies attributable to them in the performance of the above.
ArtAculoA 57.A (fAsic values).-values are understood to be values where the rights they grant are settled in a document that has physical materiality.
ArtAculoA 58.A (From the custody of fAsic values).-The securities brokers can guard fAsic values from their clients. In all cases, the client must be provided with a record of custody, identifying the value and the client.
Rules, as appropriate, the provisions of Chapter II of this Title.
ArtAculoA 59.A (Authorization).-Entities whose object is to provide custody, settlement, and securities compensation services will require authorization to operate and be subject to the Bank's control. Uruguay Central, who will determine the requirements for its operation.
ArtAculoA 60.A (Functions).-The custody, compensation, and value settlement entities can be:
| 1. | Receive deposits of fAsic values and take care of their preservation and custody until the return to whom it corresponds. For all intents and purposes, the fAsique values that are guarded are considered fungible. |
| 2. | Bringing in the name of the issuers the stock records, negotiable obligations and other securities and the shareholders ' books and make the transfer register, as well as the settlement and clearing of the securities held in the exchange and on the market for the exchange of assets. |
| 3. | Manage collections and interest payments, dividends and readjustments and redemptions of the values found guarding. |
| 4. | Extend the certifications that are required for them. In cases where the laws or regulations require thetitles, the certificate conferred by the centralised clearing and settlement of securities shall be sufficient. |
ArtAculoA 61.A (Bans).-Custody, compensation, and securities settlement entities are prohibited:
| 1. | Exercise any rights to the values recorded in it or to have such values. |
| 2. | Making transfers committed by people not enabled to act on their Mbito, with exceptions determined by the Bank Uruguay Central. |
| 3. | Except the cases set in the item 25 of the Decree-Law No 15.322, dated 17 September 1982, providing information on the data appearing in their records. The information required by the issuers of securities with respect to the securities issued by the securities intermediaries in respect of the securities issued by them and the Central Bank of Uruguay shall be prohibited. |
ArtAculoA 62.A (Rules for compensation and settlement).-The Central Bank of Uruguay will dictate the rules by which the processes of compensation and settlement of securities should be governed deposited, and may provide for the existence of multilateral compensation for the purposes of the settlement processes on a net basis.
ArtAculoA 63.A (Entities included).-Commercial, national or foreign companies, cooperatives, autonomous entities and decentralized services of the industrial and commercial domain of the State and Non-State public persons with industrial or commercial activity may issue negotiable obligations under the provisions of this Law. Any title of debt, whatever its name, which by its nature is equivalent to a negotiable obligation, shall be governed by the provisions of this law.
The emissions of the autonomous entities and the decentralized services of the industrial and commercial domain of the State, as well as the non-state public people should have authorization of the Executive Branch with prior report of the Bank Central to Uruguay.
ArtAculoA 64.A (Obligations classes).-You can issue various classes of negotiable obligations with different rights. Within each class, the same rights will be granted.
The issue can be divided into strings. No new strings of the same class will be issued while the previous ones are not fully subscribed or the unplaced balance has not been cancelled.
ArtAculoA 65.A (Convertible Obligations).-Companies for shares may issue convertible negotiable bonds in shares of the issuing company, in accordance with the conditions set out in the value or in the issuance contract and with the legal provisions in force.
ArtAculoA 66.A (Issue Document).-The issue document should contain:
| A) | The name of the title. |
| B) | Place and date of your issue asA as its expiration. |
| C) | The issuer's name and address, as well as the place of payment, if it was not the same as the address. |
| D) | The serial and order number of each title, asA as the nominal value it represents. |
| E) | The amount and currency of the issue. |
| F) | The deadline. |
| G) | The nature of the garantAa, if any. |
| H) | The conditions and the opportunity in which the conversion will be performed, if any. |
| I) | Write down conditions. |
| J) | The interest and the way to reset or update the value of the capital, if it corresponds. |
| K) | The majority required for the modification of terms and conditions should represent at least 75% (seventy-five percent) of the total circulating amount of the issue. |
ArtAculoA 67.A (Extra rules).-Negotiable obligations will be applied to them, supplyingly, the provisions on shares and titles securities as appropriate.
ArtAculoA 68.A (Legal effect of the acquisition of negotiable obligations).-The acquisition of negotiable obligations will matter the acceptance and ratification of all stipulations, the rules and the conditions of the issuance and the contract of the trustee, if any.
ArtAculoA 69.A (Rights of Preference).-Shareholders who have the rights of preference and to abide in the subscription of new shares may exercise them in the subscription of obligations convertible negotiable.
The provisions of Articles 326 to 330 of the Law No 16,060, dated 4 September 1989.
ArtAculoA 70.A (Capital increase).-The resolution on the issuance of convertible negotiable debentures should also include the decision to increase the share capital in the amount necessary to address any requests for conversion.
ArtAculoA 71.A (Legal Quality Change).-The holder who exercises the conversion option will be considered a shareholder since the company is notified of its decision. This should provide the appropriate actions or certificates of the same within the thirty days of verification of the option.
ArtAculoA 72.A (Right to Grow).-When the company holds a firm placement agreement of negotiable debentures convertible into shares with an intermediary agent, for later distribution between the public, the extraordinary assembly of shareholders can suppress the right to abide and to reduce to no less than fifteen days the deadline to exercise the preference.
ArtAculoA 73.A (Designation of representatives of the holders of the securities).-The issuer must, in the case of a public offering placement, hold an intermediary institution financial, with securities intermediaries or other specialized entities authorized for such purposes by the Superintendence of Financial Services, a convention by which the representatives take charge of the representation of the holders of the securities during the lifetime of the issue and up to its total cancellation.
Will apply, as appropriate, the provisions of the items A 456, 457, and 464 of the Law No 16,060, dated 4 September 1989.
The contract awarded in the design of this representative should contain provisions that allow a special majority of holders of negotiable or securities to establish credit rights that represent more than 75%. (seventy-five percent) of the total issuance, except that the contract establishes a higher percentage, the replacement of the institution that represents them or the modification of the conditions of issuance that involve the granting of the waits, modifications of the dates of payment of the capital or interest, modification of the payment currency and others that the contract establishes. The decisions of such a special majority shall be applicable to all holders of the marketable or securities obligations of the same series.
What is established in the preceding incisor is without prejudice to the right of each holder of the securities to individually exercise shares for the collection of the due.
ArtAculoA 74.A (Assembly of obligationists).-The assemblies of obligationists shall be governed in respect of their constitution, operation and majority to adopt resolutions as stipulated in the terms and conditions. conditions of the negotiable obligations and, in the absence of any clarification, by the provisions governing the extraordinary assemblies of shareholders.
ArtAculoA 75.A (supported GarantAas).-Negotiable obligations can be issued with any real or personal guarantee type, complying with the formal requirements for each type required by law and with the stipulations contained in this Chapter.
GarantAas will be granted before the date of issuance of the obligations or simultaneously with such issuance.
The guarantees may be lodged in favour of the future holders with the signature of the issuer and with that of the licensor if it is a third party.
For your registration in the corresponding public records, the actual guarantees will only be individualized to the issuer and the negotiable obligations to be guaranteed, with indication of their amount, due date and other conditions. to indicate the regulation, without the need to identify the holders.
In the cases of public offering and prior to the registration of the issuance, the Superintendence of the Financial Services should be deposited or before whom it determines, the authentic copy of the document constitutive of the guarantee, in which The document is provided in the corresponding public register, if any. In the case of a private offer, the above may be met with any financial institution in the market. The depositors will only deliver the document for cancellation to the competent court in case of judicial action.
If the guarantee consists of a posting, the delivery of the item will be made to the representative of the holders of the securities or to a depositary designated by the issuer, who shall act in the representation of the holders and shall be responsible to them under the law.
ArtAculoA 76.A (GarantAas Transfer and Cancellation).-The emerging rights of the GarantAas, whether real or personal, will be transferred in full right by the sole transmission of the obligation negotiable or the corresponding coupons, not being required to perform any registration.
For public offering titles, in the cancellation of guarantees, when a representative of the holders of the securities is not present or the conformity of the holders is not obtained, the issuing company must prove to the Superintendence of Financial Services the payment or total redemption of the negotiable obligations or the entry of the amounts before the same Bank, without requiring prior oblation. The Superintendence of Financial Services will issue a record of cancellation of the issue for presentation to the depositary for the restitution of the thing.
The entry of the amounts of the obligations by private offer should be done judicially.
ArtAculoA 77.A (Executive Action).-The tradable securities of the negotiable obligations grant executive action to their holders to claim capital, interest and any other sum that may be required from the issuer in accordance with the terms and conditions of the issuance, as well as to execute the granted guarantees.
The collection action prescribes the four years counted from the expiration date.
ArtAculoA 78.A (Prohibition to the issuing company).-The issuing company may not distribute profits if it is in default on the payment of interest or amortisation of the negotiable obligations has issued or in the payment of any other sum that was due to the holders of such securities, in accordance with the terms and conditions of the issuance.
79.A (Expiration of the period for the dissolution of the company).-When the issuing company dissolves before the expiry of the agreed period for its payment, it shall be payable from the dAa that the solution has been resolved or declared.
ArtAculoA 80.A (Corporate Governance).-Stock exchanges, other private institutions constituting public offering securities trading markets and public offering securities issuers should adopt the corporate governance practices established in this law and its regulation in order to ensure adequate processes of supervision and control of the management of its leadership and the fair and equal treatment of the shareholders, if any.
In relation to the emitters, the regulation will establish how mAnimo its obligation to:
| 1. | Fully, punctually and accurately disclose financial results and other information relevant to investors. |
| 2. | Adopt accounting and auditing standards according to international standards. |
The Financial Services Superintendence may adopt rules to require the incorporation of corporate governance commitments by issuers in their prospectus, as well as to establish a rating of these. Cticas.
ArtAculoA 81.A (Directory Structure, Audit and Surveillance Committee).-Stock exchanges, other private institutions that constitute trading markets for public offering securities and the Issuers of public offering securities that have a higher estate than the Financial Services Superintendency determines for such purposes, should adjust the functioning of its directive to what is established by the regulation.
ArtAculoA 82.A (Director Loyalty Obligation).-Without prejudice to what is set in the article 83 of Law No 16,060, of 4 September 1989, the directors of entities carrying out public offering of securities should make the social interest prevail over any other personal or third party, including the of the controlling shareholder, abstaining from seeking any personal gain in charge of the company other than the remuneration itself.
In the performance of your functions, you will not be able to:
| 1. | Present to shareholders or general public false information or hide information that they are required to disclose in accordance with applicable law or regulation. |
| 2. | Taking money or assets from the company or using it for its own or related persons, goods, services or Society's people. |
| 3. | Use for your own benefit or related persons the business opportunities of having knowledge in reason of your Injury to society. |
| 4. | Use your charge to obtain undue benefits for sA or related persons, to the detriment of society. |
| 5. | Prevent or hinder investigations to establish your own or employees ' liability society. |
For the purposes of this law, the real beneficiaries of part of the social heritage under whose direction or instructions the directors of a company are to act shall have the same responsibilities of the directors. as soon as applicable.
The regulation of this law may extend some or all of the provisions set forth in this article, as in the following article, to controlling shareholders of the entity making public offering of securities.
ArtAculoA 83.A (Contract of directors with the company).-Administrators and directors of entities that perform public offering of securities will not be able to enter into contracts with the company that relate to with the actual activity of the spin if the same are not previously approved by the directory, who should ask for such effects the opinion of the committee of audit and surveillance of mandatory existence in every entity that carries out public offer values. If the director who intends to enter into a contract with the company in such circumstances is a member of the audit and surveillance committee, he shall refrain from giving opinions in cases involving him.
Contracts that do not relate to the actual business of the rotation should be approved in advance by the shareholders ' assembly or with the consent of 60% (sixty percent) of the social capital of the company.
ArtAculoA 84.A (Directors ' Tax).-Any kind of remuneration to directors of entities making public offering of securities shall require a consent equal to or greater than 60% (sixty per cent (1) the share capital of the company represented in the shareholders ' assembly.
ArtAculoA 85.A (Required for participation in the capital).-Directors of entities that perform public offering of securities should report to the Service Superintendence Financial and stock exchanges where their securities, the equity holdings that they maintain in the company are involved.
Equal obligations shall be made by the persons or legal persons who, directly or through other subjects of law, are holders of more than 10% (ten percent) of the capital with the right to vote.
The public offering institutions should inform the Financial Services Superintendency and the stock exchanges where their securities are quoted, the percentage of capital that the directors and other persons included in the In this article they maintain in society.
ArtAculoA 86.A (Supplementary memory information).-The annual memory of the entities making public offering of securities should contain, in addition to the information arising from the article 92 of the Law No. 16,060, dated September 4, 1989, information regarding the adoption of corporate governance practices, the mechanisms of remuneration of directors and any relevant information that may affect the transparency of the issue as you establish the regulation.
ArtAculoA 87.A (Definition).-Stock exchanges and other institutions that constitute trading markets for public offering securities are entities that are intended to provide their members with the (a) means necessary to enable them to carry out securities transactions effectively through public auction mechanisms and to enable them to carry out the activities of intermediary securities which come under the law and with the Regulation that dictates the Superintendence of Financial Services.
You will be able to carry out the related activities of money exchange and table that you make to the date of promulgation of this law. They may also carry out the activities necessary for the proper development of the stock market, which will be previously authorized by the Financial Services Superintendence.
ArtAculoA 88.A (Regulation and audit).-Stock exchanges and other private institutions that constitute trading markets for public offering securities are subject to regulation and audit of the Financial Services Superintendence.
In the field of its powers, stock exchanges and other institutions that constitute markets for the negotiation of public offering securities should regulate their activity, monitoring the strict compliance with these regulations, way to ensure the existence of a competitive, orderly and transparent market, without prejudice to the regulatory powers of the Financial Services Superintendence.
ArtAculo 89.A (Requirements).-The stock exchanges should:
| 1. | Preceptively Adopt the legal form of society for nominative actions. The stock exchanges which at the date of the promulgation of this law do not have such a legal form may preserve the legal form adopted in anticipation of this law. |
| 2. | Include the expression "value bag" in its name. |
| 3. | Having the sole object indicated in the article 87 of this law, being able to perform the related activities that The Superintendence of Financial Services authorizes or requires them according to their faculties. |
| 4. | Having the minimum capital and constituting the garantAas that the Financial Services Superintendence determines. |
| 5. | Meeting the requirements that you consider your internal statutes and regulations, authorized by the Superintendence of Financial Services. |
ArtAculoA 90.A (Prior authorization).-Each stock exchange will require prior authorization from the Financial Services Superintendence, proving that it has met the requirements stated in this article and in the preceding and those that the Financial Services Superintendence establishes by means of rules of general character.
To credit, as a minimum, to the satisfaction of the Financial Services Superintendence that:
| 1. | It is organized and has the capacity to perform the functions of a stock exchange. |
| 2. | You have adopted the internal regulations required by this law. |
| 3. | You have the necessary capacity to comply and enforce your membership, the provisions of your statutes, and regulations internal. |
| 4. | It has the necessary means and the appropriate procedures that allow the best execution of the investors. |
ArtAculoA 91.A (Development of the object).-For the development of its object the stock exchanges, such as mAnimo, should:
| 1. | Set up installations and systems to allow the ordered meeting of purchase and sale offers of values and execution of the corresponding transactions. |
| 2. | Provide and maintain information on the information on listed and traded securities, their issuers, brokers and operations to be useful. |
| 3. | Vellar by strict compliance by its members of the highest ethical principles and all provisions laws and regulations applicable to them. |
| 4. | Report and certify stock quotes and transactions and provide daily extensive information on such quotes and transactions. |
ArtAculoA 92.A (Internal rules).-In the regulation of your own activities stock exchanges should include rules aimed at promoting fair and equitable principles in business transactions. exchange establishing the rights and obligations of operators in relation to the operations they carry out and, in particular, rules that establish the priority, parity and precedence of the orders, in order to guarantee fair and orderly markets, so that the investor can get the most convenient execution of his/her instructions.
Also, the rules should contain obligations of the operators with their clients, including those arising from the recommendations of investments made by them and the mechanisms to differentiate the transactions made by the securities intermediaries on their own account of those made on behalf of third parties.
The protection of investors against fraud and other illegal practices should be made.
All internal regulations that the stock exchanges adopt should be pre-approved by the Financial Services Superintendency.
ArtAculoA 93.A (Stock market operators).-Stock exchanges may admit that they participate in their A Mbito specialized investors expressly authorized by the Financial Services Superintendency.
The fact that a specialized investor is an operator of a stock exchange does not make it an intermediary of securities. Notwithstanding the foregoing, for the purposes of operating on a stock exchange, you should comply with the general rules and instructions issued by the respective exchange and the Financial Services Superintendence.
ArtAculoA 94.A (Concept and type of intermediaries).-Securities brokers are considered to be the natural or legal persons who perform in a professional and usual intermediary operations between bidders and claimants of public or private offer securities.
Securities brokers that act as members of a stock exchange or other institution that constitutes a market for the trading of public offering securities are referred to as brokers and those operating outside those markets. are called value agents.
ArtAculoA 95.A (Regulation and audit).-Securities brokers, both in their activity in the public offering and private securities, are subject to the regulation and supervision of the Financial Services Superintendence.
ArtAculo 96.A (Authorization).-The securities brokers will require the Financial Services Superintendence to act. The requirements to be set by the Financial Services Superintendence may be differentiated, in terms of which the intermediary acts solely on behalf of third parties or on behalf of third parties, which are brokers, agents of values or other circumstances that you deem appropriate.
When considering the request for authorization, consideration will be given to reasons of legality, opportunity and convenience.
Stock exchanges can set additional requirements for those brokers that act on their Mbito Aum.
ArtAculoA 97.A (Registration requirements).-To be authorized and registered in the Securities Broker Registry that carries the Financial Services Superintendence, you must accredit, to satisfaction of this Institution, the following requirements:
| 1. | Set your business address to develop your broker activities. |
| 2. | Include in your name the expression "bag broker" or "value agent" respectively. |
| 3. | Being a trading company under any of the social types provided in the Law No. 16,060, dated September 4, 1989, with the membership of the business partners. In the case of companies, their shares should be nominative and belong to people or credit the chain of shareholders until they identify the subject of the right to exercise control over the same. The persons who are to the date of the sanction of this law act as intermediaries of securities shall be in accordance with this provision within the time limit of a year. |
| 4. | Having the minimum capital and constituting the garantAas that the Financial Services Superintendence determines. |
| 5. | Maintain an appropriate administrative structure, organization, and internal controls. |
| 6. | Credit for the Superintendence of Financial Services with respect to the members of its Board, members of the Fiscal Commission if there is any and its superior personnel, legal, absence of legal inhibitions, have not been convicted for crimes linked to the financial system, have not been declared bankrupt and comply with the requirements that establish the regulation. |
ArtAculoA 98.A (Object).-Securities brokers, with the exception of financial intermediary institutions, shall have the exclusive object of the activity referred to in Article 94 of the present law.
ArtAculoA 99.A (Transmission and issuance of interim shares and certificates).-The issuance and transmission of shares or provisional certificates of shares of securities intermediaries shall be required. be authorized by the Financial Services Superintendence.
ArtAculoA 100.A (Operating requirements).-The securities intermediaries must comply, at all times, with the property and guarantee requirements, internal organization and conduct, standards of fitness, commercial and professional rectitude, duties of information and prudential requirements and other requirements to be established by the Financial Services Superintendency.
Such requirements may be differentiated, in terms of which the intermediary acts only for own account or for own account and third parties, which are stock brokers, securities agents or investment advisors or other circumstances that considers appropriate.
ArtAculoA 101.A (GarantAa).-Securities brokers should constitute a guarantee in advance of their authorization as such to ensure the correct and complete fulfilment of their obligations, in the benefit of the creditors who have or will have to have in reason of their activity of intermediation.
The Financial Services Superintendence will establish the amount and form of the initial guarantee and its maintenance, considering, among other things, the volume and nature of the intermediary's operations, if it also acts to third party account or not for own account or other similar circumstances.
The guarantee should be maintained until after or after the loss of the quality of the securities intermediary or until the court actions that have been brought against it are settled by enforceable judgment within that period.
ArtAculoA 102.A (Liability and Test).-Securities brokers must verify the identity and legal capacity of persons who hire for their intermediate and the authenticity of the securities that negotiate.
Securities brokers are required to pay the purchase price or make delivery of the sold values according to the agreed terms, as well as the due record of the transaction.
Vouchers, minutes, or constances that you deliver to your clients and those that are recAproctly test against the securities broker that issues them.
ArtAculoA 103.A (Third Party Settings).-Securities brokers that guard securities on behalf of third parties, but in their own name, should record these securities separately in their accounts and enroll in a special register, with the complete individualization of the person or persons on behalf of the person who maintains them, in accordance with the instructions given by the Superintendence of Financial Services.
ArtAculoA 104.A (Inapplicabilities).-The provisions of the Law No 16.497, of 15 June 1994, and Articles 89 to 112 inclusive of the Trade Code.
ArtAculoA 105.A (Cancellation of the inscription).-The withdrawal of authorization and cancellation of the registration of a securities broker operates on request or on its own initiative, upon request judicial settlement of the company or sanction with cancellation of activities.
To be an application by the intermediary, prior to the adoption of decision, it will be necessary to put in knowledge of the public, by the means that the Superintendence of Financial Services considers pertinent, that the process of cancellation.
ArtAculoA 106.A (Requirements for intervention).-The Directory of the Central Bank of Uruguay may adopt preventive measures, which may reach the intervention or the immediate suspension of activities of stock exchanges and other institutions that constitute markets of public offering securities and securities intermediaries, with the exception of the financial intermediary institutions that are governed by the provisions of the Decree-Law No 15.322, of 17 September 1982 and its amending laws, when it understands that the interests of third parties are at risk. For the actions of this Andole you can request the help of the public force, if necessary.
The intervention may be accompanied by the total or partial replacement of the authorities. When this is accompanied by the total replacement of authorities, it will involve the expiration of all the commissions or mandates granted by them and the suspension for twenty days, of any kind of time limit that may run to the company. interface.
In the intervention, the Central Bank of Uruguay will have full management powers.
To take other measures, such as the restriction on the activities of the institutions referred to in the first, to take other measures, such as the strict monitoring of their capital or the request for additional requirements of the capital, insurance or garantAas, in order to minimize the systemic risk.
You may also instruct them to reduce their exposure to risk or increase their genes in case they maintain or control large positions in one or more financial assets.
In all cases, the Central Bank of Uruguay will take the necessary steps to ensure that the assets of third parties are duly taken into account.
ArtAculoA 107.A (Cese of the intervention).-In case the situation that gave rise to the intervention has been remedied, the Central Bank of Uruguay is empowered to reinstate it to its holders, being able to require the required channels and guarantees.
ArtAculoA 108.A (Liquidation).-The Central Bank of Uruguay will be liquidator, in administrative headquarters, of the entities indicated in the article 106 of this law that are located in the insolvency, which may entitle a third party to practice such settlement.
The dissolution of the companies and companies and the consequent state of liquidation will be arranged by the Central Bank of Uruguay.
The Central Bank of Uruguay will have the broadest powers of administration and disposal, without any kind of limitations on the assets, shares, rights and obligations of the liquidated. The decisions of the Central Bank of Uruguay on its liquidator will be used in the manner provided for in Article 14 of the Act No. 17,613, dated December 27, 2002.
As not provided for by this law, the rules governing the administrative settlement of financial intermediation institutions and the general rules governing the conduct of competitions shall be subject to the provisions of this law. companies or merchants, as applicable.
ArtAculoA 109.A (From third-party securities and funds).-Money and securities that securities intermediaries acquire or hold in custody on behalf of customers, cannot be foreclosed upon. debt of the intermediary and may not be the subject of other preventive or implementing measures that could be promoted to ensure the recovery of such debts. In the event of the insolvency settlement of the securities intermediary, the money and securities it has acquired or held in custody on behalf of its clients shall not include the active mass of the settlement.
The provisions of this Article shall also apply to the money and the securities of clients which securities exchanges or other institutions which constitute markets for public offering securities may maintain in custody on behalf of the intermediaries, and that they will not be affected by any precautionary measure or execution that could be promoted by debts of the institution in custody or form part of the active mass of its liquidation, in the event that it is declared.
ArtAculoA 110.A (Liquidation of securities in securities boxes and in securities clearing and settlement systems).-The suspension of activities or the insolvency of the Securities intermediaries shall not prevent the strict fulfilment of the obligations imposed by them in the A-box of a securities box or in the securities clearing and settlement systems. Such obligations shall be settled in the forms provided for in regulation, and the goods which the intermediary would have affected in garantAa, irrespective of the measure of suspension or settlement, may be made to that effect. The Court of Justice has been prepared to do so. If from the imputation of the produced of such goods to the above obligations a remnant in favor of the intermediary, the same shall be integrated the active mass of the liquidation, must be put by the administrator of the respective system The liquidator's position.
ArtAculoA 111.A (Confidentiality).-Securities brokers will not be able to release information about transactions performed by clients or positions in securities of the same or other confidential information they receive from their clients or their clients, the obligation is that it is not an option to the Central Bank of Uruguay.
ArtAculoA 112.A (Denomination).-The use of the denominations "stock exchange", "stock broker", "securities agent", "securities intermediary" or other such as determined by the Superintendence of Financial Services is reserved exclusively for those persons authorized to act as such by such Institution.
ArtAculoA 113.A (Designation of external auditors).-The entities that perform public offering of securities, the management of funds for retirement funds and investment funds, the companies insurers, financial intermediary entities and any other entity supervised by the Financial Services Superintendency should appoint external auditors, from among the registered external auditors, which, for this end, leads such Superintendence. Such auditors shall apply the international auditing standards.
In the case of entities that perform public offering of securities, it will be up to the shareholders ' assembly to designate the external auditors, which will have the power to revoke the design at any time.
When the shareholders ' assembly does not exist for the social type, for the purposes of the design and revocation of the external auditors, it will be necessary to have the majority consent of the members. In all cases of revocation of the external auditor, the issuer must account for the Financial Services Superintendence of the reasons that motivated it.
ArtAculoA 114.A (Activity of external auditors in supervised entities).-The Financial Services Superintendence may regulate and control the activity of external auditors when they exercise their functions in the entities referred to in the previous article.
ArtAculoA 115.A (Designation of risk qualifiers).-Entities that perform public offering of securities, investment fund managers, financial intermediary entities, and all another entity supervised by the Financial Services Superintendence which it considers appropriate to include by regulating this standard, when they must designate risk qualifiers, should do so from among the registered ones in the register of risk qualifiers which, for this purpose, carries Superintendence.
In the case of entities that perform public offering of securities, it will be up to the shareholders ' assembly to designate the risk qualifiers, which will have the power to revoke the design at any time. When the shareholders ' assembly does not exist for the social type, for the purposes of the design and revocation of the design of the risk qualifiers, it will be necessary to have the majority consent of the members. In all cases of revocation of the risk rating, the issuer must account for the Financial Services Superintendence of the reasons that motivated it.
ArtAculoA 116.A (Activity of risk qualifiers in supervised entities).-The Financial Services Superintendence may regulate and control the activity of the qualifying entities risk when you qualify entities or values recorded in that Superintendence.
ArtAculoA 117.A (Investment advisors and other market participants).-An investment advisor is considered to be the natural or legal persons who, in a professional and usual manner, advise third parties with respect to the investment, purchase or sale of securities that are the subject of public offering, or channel the orders received from their clients to intermediaries located in the country or abroad and who are not reached by another supervised figure by the Financial Services Superintendence.
With the purpose of safeguarding market transparency and adequate information to investors, the Financial Services Superintendence may regulate and monitor the activity of investment advisors and other participants. of the stock market.
If the investment advisors guard third-party values, they must meet the same general requirements as the value agents.
ArtAculoA 118.A (Faculties sanctioning of the Central Bank of Uruguay).-The Central Bank of Uruguay, with respect to the international or legal persons involved in the public or private offer of securities, including public offering issuers, stock exchanges and other private institutions that constitute markets for the trading of public offering securities, securities intermediaries, investment advisers, institutions, institutions, and other institutions. registrants, custodians, qualifiers, external auditors, representatives of holders of public offer securities, agents of payment and any other intervener, who infringes the laws and decrees governing such matters or the general rules or instructions issued by it, may apply the following sanctions, as appropriate, without prejudice to the criminal complaint if it corresponds:
| 1. | Observation. |
| 2. | Aperception. |
| 3. | Multas whose maximum limit will be: |
| A) | For banks: 50% (fifty per cent) of the assets liability for operation. |
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| B) | For other intervinlients on the stock market to which minimum capital is required regulatory: the largest amount between 50% (fifty percent) of the minimum capital required of the infringer in accordance with the nature of its activity and 10% (ten percent) of the financial assets established for the operation of the banks. |
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| C) | For the intervening agents on the market that do not have a regulatory minimum capital requirement: 10% (ten per cent) of the basic heritage liability established for the operation of the banks. |
| 4. | Suspense or cancellation of the listing of the values. |
| 5. | Suspense or cancellation of the enablement to perform public offering. |
| 6. | Suspense or activity cancellation. |
The provisions of the preceding numeral 6 shall not apply to issuers of public offering securities or to financial intermediation institutions.
Only one person can be cumulatively applied and in the same case the fine and the suspension or cancellation of activities.
The penalties provided for in numerals 1 and 2 of this Article shall be applied by the Financial Services Superintendence, which shall also apply the fines where the amount of the fines does not exceed 10% (10%) of the The financial liability of the banks. The remaining sanctions will be applied by the Board of Directors.
The above sanctions may be placed, in addition, in the members of the Board of Directors, the members of the Board of Directors, the members of the Fiscal Commission, the Commission of Auditors or management personnel of the entity that would have participated in the infringement or has incurred omissions in the performance of its functions with causal link in relation to the offence imputed to the entity. If the institution is liable for the penalties referred to in numerals 4, 5 and 6, and the above persons have participated, the respective antecedents shall be brought to the attention of all the services of the Central Bank of the European Union. Uruguay.
The sanctions provided by the Central Bank of Uruguay should be published. To this end, the Financial Services Superintendence shall define the means of advertising as it considers relevant.
ArtAculoA 119.A (Serious Causals).-They are the cause of the sanctions to suspend or cancel activities of the intervening agents on the stock market, among others, the following:
| 1. | Stop complying with the requirements for registration or operation. |
| 2. | Incurring serious violations of the obligations imposed by this law, its amending or supplementary rules or other provisions that govern them. |
| 3. | Taking part in a guilty or guilty manner in transactions that are not compatible with the healthy practices of the stock markets. |
| 4. | Performing or participating in acts or performing fictitious operations or having as their object or effect affect the free formation of prices of the securities market, to manipulate the liquidity of a value, to set aside offers or claims of securities, to manipulate or to artificially fix prices or quotations, offers or demands, to hinder the free competition, as to divulge for any medium, direct or indirect, false information, tendentious or privileged. |
| 5. | Stop fulfilling, for reasons that are attributable to you, obligations arising from securities transactions in which you have taken part. |
| 6. | Use monies or values from your principals to perform pending or own operations, or other principals. |
| 7. | Except in the case of financial intermediary institutions registered in the Financial Services Superintendence, perform financial intermediation activities. |
| 8. | Ensuring returns. |
| 9. | Obstructing the inspection and audit performances of the Financial Services Superintendence. |
ArtAculoA 120.A (Due process).-The penalties to be applied to the application of the provisions of this law will be determined for the various activities, in the form of the severity of the fault.
The procedure for the application of sanctions should necessarily and in all cases be observed, the guarantees of due process, giving the view of the respective actions and enabling a full exercise of the right of defence with Article 1
1) of Regulation (EU) No No 2014 of the European Parliament and of the Council
ArtAculoA 121.A (Jurisdiction).-In the issue of securities in which you leave express your international offer, whether or not they are the object of public offering, the issuing entity may freely establish the law and jurisdiction applicable to them complying with the provisions of this law for their registration, if applicable.
This shall not preclude the right of the holders of the securities to choose in any event the jurisdiction of the issuer's domicile.
Practiced the choice of jurisdiction, in one way or another, through the appearance before the corresponding courts, cannot be later modified.
ArtAculoA 122.A (Inverse in values).-The companies included in the items 1Aº and 2Aº of the Decree-Law No 15.322, dated 17 September 1982, with the amendments introduced by the Law No. 16.327of November 11, 1992, which carries out financial intermediation activities, may make investments in public offering securities.
The Superintendence of Financial Services, without prejudice to the provisions of the decree-law cited above, will limit and control such investments under conditions to be determined by the regulation.
ArtAculoA 123.A (Inversation in public offering values by other Institutes).-The ParaState Retirement and Pensions Boxes and the Complementary Funds, created by the Decree-Law No 15,611of 10 August 1984, may invest part of its funds in securities which are the subject of public supply and issued by undertakings located in the country under the conditions and conditions laid down by the Regulation of the Executive Branch.
ArtAculoA 124.A (Required increase).-ModifAcase to artAculoA 288 from Law No 16,060of 4 September 1989, which shall be worded as follows:
| " ARTACULOA 288.A (Required Increase).-Once the overall balance of the company has been approved, when the share capital represents less than 50% (fifty percent (a) the integrated capital more reserves and adjustments to the assets (revaluations of the asset) the company should capitalize on those reserves and the amounts resulting from the aforementioned adjustments or revaluations until at least that percentage. |
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| The resulting increase in social capital will be provided by the administration within thirty days of the approval of the balance sheet and will not require administrative compliance. The resolution of the administration of the administration, having the increase, will be communicated to the Public Registry of Commerce and will be published ". |
ArtAculoA 125.A (Reservation Required).-ModifAcase to artAculoA 419 from Law No 16,060, dated 4 September 1989, in the wording given by artAculoA 59 of the Law No 17.243, ofJune 2000, which shall be worded as follows:
| " ARTACULOA 419.A (Reservation Required).-The state control authority will save over all acts that it intervenes and whose publication is not determined by the law. However, it will provide information about the documentation that it has in the framework of its action, to the holders of a direct, personal and legal interest, as well as to all the agencies of the State, which will have to keep the due confidentiality. You'll also be able to provide it. |
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| A In all cases the requirements will be made in writing and in an established form. The favorable resolution will be sent back to the society involved. |
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| The reservation obligation will be extended to the officials of the state control office, under penalty of removal and without prejudice to the responsibilities that correspond. |
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| The competent judge, taking into account the circumstances of the case, may release the reservation obligation ". |
ArtAculoA 126.A (Characterization of the actions).-ModifAcase the artAculoA 304 from the Law No 16,060of 4 September 1989, which shall be worded as follows:
| " ARTACULOA 304.A (Characterization of actions).-The actions may be either the bearer or nominative and in this last case, endurable or not. They may also be scriptural, represented by annotations in account ". |
ArtAculoA 127. -The competencies attributed by this law to the Superintendence of Financial Services of the Central Bank of Uruguay do not obstinate the exercise by the Board of the avocation power, trade revocation and modification that attributes the third party to the article 36 of the Law No 16,696of 30 March 1995, in the wording given by the article 9Aº of the Law No. 18401, dated October 24, 2008.
ArtAculoA 128.A (Rates).-Please use the following intoA to Article 26 of Title 7 of the 1996 Ordered Text:
| " Rents of participation certificates issued by financial trusts through public subscription and time-to-date, plus 3-time periods 3% ". |
ArtAculoA 129.A (Exoneration).-Please use the following text at the first (C) (C) (C) first inceA) 27 of Title 7 of the 1996 Ordered Text:
| " Also exempt dividends paid or credited by the income tax payers of the Economic and Tax Activities The Disposal of Agricultural Goods, as long as the shares that give rise to the payment or credit of the same shares in stock exchange ". |
ArtAculoA 130.A (Rates).-Please use the following intoA to Article 14 of Title 8 of the 1996 Ordered Text:
| " Rents of participation certificates issued by financial trusts through public subscription and time-to-date, plus 3-time periods 3% ". |
ArtAculoA 131.A (Exoneration).-Please use the following text at the first (C) (C) (C) first inceA (C) 15 of Title 8 of the 1996 Ordered Text:
| " Also exempt dividends paid or credited by the income tax payers of the Economic and Tax Activities The Disposal of Agricultural Goods, as long as the shares that give rise to the payment of the same shares in stock exchange. " |
ArtAculoA 132.A (Exoneration).-Suspend the literalA (A) from the numeral 2) of Title 10 of Title 10 of the 1996 Ordered Text, by the following:
| "A) | Interests of public and private settings, banking and warrants". |
ArtAculoA 133.A (Exoneration).-Agri-gase the following incioA to the literalA (E) of the numeral (2) of Title 10 of Title 10 of the 1996 Ordered Text:
| " Discharge operations of document discounts made through the Securities Exchange by tax payers are exempt from this tax. To the Rentas of the Economic Activities (IRAE) or of the Tax on the Enajenación of Agricultural Goods (IMEBA) ". |
ArtAculoA 134.A (Exoneration).-Sustise the literalA (I) of the numeral (2) of article 19 of Title 10 of the 1996 Ordered Text, by the following:
| " I) | The fees derived from the intervention in the purchase of public and private securities issued in our paAs. " |
ArtAculoA 135.A (Abatidement).-Agri-gase as a second to item 47 of Title 14 of the 1996 Ordered Text, the following:
| "The abatement will also apply for the listed societies". |
ArtAculoA 136. -A Facultito to the Executive Branch to grant the warrants the same treatment as that corresponding to the obligations and debentures, as regards the Taxes to the Economic activities, to the Income of the FAscas Persons, to the Rentas of the Non-Residents, to the Value Added and to the Heritage. Such power may be exercised as long as its issuance has been effected by public subscription and such papers shall be quoted as being useful.
ArtAculoA 137. -A Agri-gase to Title 14 of the 1996 Ordered Text, the following article:
| " ARTACULOA 41a.-Facultate to the Executive Branch to exonerate all or part of the Heritage Tax, the assets of the companies they perform public subscriptions of shares in stock exchange. Such exoneration could be granted for up to five fiscal years. |
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| A In case of exercising the faculty referred to above and during the period that the exoneration applies, the holding of such actions shall be shall be deemed to be taxable for the purposes of the accounting liability for the determination of the taxable assets. " |
ArtAculoA 138.A (Derogations).-Derogbe the Law No 16,749, dated 30 May 1996, the artAculosA 303 and 334 de la Law No 16,060, dated 4 September 1989, the last of the items of the article 6Aº of the Law No 16,774, of 27 September 1996 and the other rules that are contrary to this law.
A A A A A A Sala de Sessions de la CA ¡ mara de Senators, in Montevideo, a 24 November 2009.
CA-Mplase, acorsese recibo, comunAquese, publáquese e insáltese en el Registro Nacional de Leitos y Decretos, la Ley por la que se dictan rales relacionadas con la regularón del Mercado de Valores.
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 Montevideo, Uruguay. Legislative Power. |
