On August 10, 2026, the Superintendencia de Servicios Financieros (“SSF”) of the Banco Central del Uruguay (“BCU”) informed supervised institutions and the public in general of a draft regulation governing the conditions under which securities intermediaries may list their shares on a stock exchange (the “Project”).
The initiative is framed within Article 708 of Law N° 20.446, which allows commercial companies required to represent their capital through registered shares, including securities intermediaries, to issue book-entry shares and thereby open their share capital to the stock market.
Below, we highlight the main aspects of the Project:
Scope of the Project
The Project maintains the current regime for securities intermediaries with respect to the issuance and transfer of ordinary shares, provisional certificates representing such shares, or equity interests, but introduces specific rules for the issuance and transfer of preferred shares.
Issuance of preferred shares
Pursuant to the provisions of the Project, securities intermediaries organized as corporations must obtain prior authorization from the SSF to issue preferred shares or provisional certificates, as provided under the general regime established in new Article 66.1.
Without prejudice to the issuance of preferred shares being subject to the general regime, Article 66.2 provides that authorization will also be subject to compliance with the following requirements:
• the capital represented by preferred shares must be less than 50% of the company's paid-in capital; and
• preferred shares may not confer voting rights at shareholders' meetings, grant any other control rights or grant participation in the management of the company.
If the issuance or transfer of authorized shares is not completed within 90 consecutive days from notification of the authorization, it will automatically lapse.
Transfer of preferred shares
Following the same approach as for issuance, although the Project provides that securities intermediaries must, in accordance with the general regime, apply for prior authorization for the transfer of preferred shares, if the transfer meets the following conditions, it will be authorized by the SSF:
• the preferred shares have been issued in accordance with the bylaws;
• the issuance complies with the requirements of Article 66.2;
• the transfer is carried out under a public offering regime in a local formal market registered with the Registro del Mercado de Valores;
• the offering is addressed to qualified investors covered by items 1 to 11 of Article 141.1; and
• a copy of the register of preferred-share holders remains available to the SSF.
On the other hand, when a transfer results in a shareholder reaching, in aggregate, an interest equal to or greater than 15% of the company's paid-in capital, the intermediary must notify such transfer within 10 business days of its completion.
Public consultation
The Project is subject to public consultation, and therefore the SSF will receive comments until August 24, 2026.