On 1 September 2026, the DGI issued a procedural guide for sociedades anónimas (SAs) to notify changes in directors, administrators, or shareholders. This guide aligns with the beneficial ownership transparency requirements of Law 19.574 (Anti-Money Laundering) and the Corporate Registry modernization under Law 16.060. It addresses both board-level changes and equity transfers, which have distinct tax implications for IRAE and IP.
Key Takeaways
- Beneficial Ownership Declaration: Any change resulting in a new ultimate beneficial owner (UBO) holding 15% or more requires a sworn UBO declaration within 10 business days, per DGI Resolution 1200/2025.
- Director Liability: New directors assume solidary liability for tax debts generated during their tenure, as per Article 22 TO 2023; the guide mandates submission of a sworn acceptance of this responsibility.
- Share Transfer Tax: Transfers of SA shares by non-residents trigger a 12% IRAE withholding on capital gains, which the guide clarifies must be settled before registry update.
Disclaimer: This article is compiled and summarized by the AI based on publicly available information and is for general information purposes only. It does not constitute any form of formal tax advice, legal opinion, or basis for performance. Please consult a qualified professional tax advisor or legal counsel for tax advice.
Source: Read Official Announcement