Name
Global FinTech Guide
Country _ Name
Uruguay
SectionTitle
Crowdfunding / crowdinvesting / crowdlending
Body
FinTechs belonging to this category operate crowdfunding, crowdinvesting and crowdlending platforms on which money is raised to invest in various projects, mainly start-up companies and real estate projects.

Crowdfunding is not a defined financial service, but generally used to describe donation-based crowdfunding (the investor donates the money to the project), reward-based crowdfunding (the investor receives an often symbolic consideration for his investment), equity-based crowdfunding (crowdinvesting: the investor participates in the profits of the financed project or acquires shares or debt instruments) or lending-based crowdfunding (crowdlending: the investor is reimbursed at the end of the project with or without interest).

Introduction

Attitude of the country towards crowdfunding, crowdinvesting and crowdlending platforms

No reservations; there is a growing interest in crowdfunding in Uruguay.

Legal affairs

Obligations and requirements to provide crowdfunding, crowdinvesting and crowdlending platforms described above

The applicable license for crowdfunding platforms is called Crowdfunding Platform’s Management Company (“Empresas Administradoras de Plataformas de Financiamiento Colectivo”), which is also granted by the CBU, taking into consideration reasons of legality,      opportunity, and convenience, thus having the discretion to grant the license or not.  

In order to obtain a Crowdfunding Company license, the applicant must submit the following information: 

    a. Corporate information: (as commercial name, address, taxpayer number, website, among others).
    b. Notarized copy of the bylaws or articles of incorporation.
    c. Information regarding the legal representatives.
    d. Information of its shareholders and senior personnel.
    e. Information regarding the person or legal entity who has the effective control over the Crowdfunding Company, who must comply with a series of requirements.
    f. Information regarding all the entities belonging to the economic group of the Portfolio Manager.
    g. Affidavit with signature certified by a notary public stating the legitimate origin of the capital, AML Manual describing the integral system for the prevention of money laundering and financing of terrorism, and appointment of a compliance officer.
    h. Accounting statements as at the end of the month preceding the date of the application for authorization, prepared in accordance with adequate accounting rules of Uruguay.
    i. Templates of the agreements to be entered among the Crowdfunding Company, the issuer of the publicly offered securities, and the investors.
    j. Feasibility study of the operations, which must contemplate the business plan and the organizational structure, describing both the human and material resources that are necessary for achieving its goals.
    k. Description of the crowdfunding platform’s functioning, including system requirements.
    l. Description of the services that will be outsourced and are essential for the operation of the company, attaching the model contracts to be signed and a risk assessment, provided that the outsourcee is located in, and performs its activity entirely from, Uruguay.
    m. Days and hours open to public.
    n. Code of Good Practices.
    o. Code of Ethics.
    p. Notarized copy of the board or the administrator’s meeting minutes that approved the regulation of the Crowdfunding Company, in accordance with the requirements set by the CBU.
    q. Provision of guarantees before the CBU, for the equivalent of approx. USD 30,000.
    r. Description of the corporate gove
rnance policies, in accordance with the standards set by the CBU.
Please note that there is no licensing fee. 

We estimate that the total process to complete the registration before the CBU is approximately between six (6) to nine (9) months, though the timing will depend on the complexity of the structure, information and documentation submitted, etc. There is no statutory term. 

Moreover, in the performance of their activities Crowdfunding Companies may not: (i) be issuers of securities on the platform (this prohibition also applies to their shareholders, personnel, and related persons); (ii) highlight or make value judgements about issuers or the securities placed in the platform; (iii) provide the investor with advisory services, reception, channelling or execution of purchase or sale orders; (iv) ensure the investor the return or yield of the investments made, or the total subscription of the issue to the issuer; (v) receive funds on behalf of investors or issuers, except when acting as paying agents or in cases of fund movements related to market transactions; and (vi) grant loans, credits or any type of financing to issuers or investors.

Additionally, Crowdfunding Companies: a) must maintain separate bank accounts or electronic money instruments for the movements of their assets and those of their clients, and prior to commencing activities, provide the CBU with evidence of having opened said accounts or electronic money instruments; b) clients' funds may not remain in the Crowdfunding Company’s account for more than 48 hours, although such period may be extended provided that there are specific instructions from the investor to do so, and do not distort the operation. Thus, the same system that exists in other licences, for example for Payment and Collection Service Providers, is incorporated for the platform; c) before commencing activities, provide the BCU with the results of a test run performed on the platform, evidence of having approved the operational manuals, among other internal information; and d) will have obligations related to their transparency, stability and solvency, due diligence obligations, prevention of money laundering and terrorist financing, obligations to report information and periodic documentation.

In order to be availed to use the crowdfunding platform, the issuer and the securities must first register on the platform by submitting corporate, accounting and tax information, including its corporate governance practices and the code of ethics. Likewise, certain information relating to the securities must be submitted, including their characteristics, collaterals, contracts ancillary to the issue, draft prospectus, and draft issue document.

Once registered in the crowdfunding platform, the issuer and its security must also register with the CBU. The entity in charge of this second registration is the Crowdfunding Company itself, which must verify compliance with all applicable requirements and determine the manner in which issuers must submit the required information and documentation.

Please note that issuer and the investors, as applicable, will be subject to the following limits:

    a. Limit per issuer: The amounts issued by each issuer, counting for this purpose all crowdfunding platforms on which it is registered, may not exceed 10,000,000 I.U. (currently approximately US$ 1,200,000).
    b. Small investor limit: With a few exceptions, investors with financial assets below 1,000,000 U.I. shall not be allowed to invest more than 40,000 U.I. per single issue, nor 120,000 U.I. in securities placed on a single crowdfunding platform. Moreover, these types of investors shall not be allowed to invest in equity securities, debt securities, or securities that embedded derivatives.

The small investor caps will not apply in the following situations:

(i) where the transaction is executed by an entity that carries out securities intermediation (e.g., a stockbroker or a bank), where such entity must be able to evidence that it provided advice to the investor and that the transaction is suitable for the investor's investment profile; (ii) where the investor provides evidence of having received advice from an institution that provides investment advisory services and that such institution is regulated by the BCU.

Additional comments regarding the legal situation for crowdfunding, crowdinvesting and crowdlending platforms or what FinTech’s must be aware of in this business area

Please refer to our comments under e) Legal affairs iii).

Economic conditions

Market size for crowdfunding, crowdinvesting and crowdlending platforms and biggest companies in this business area

Currently, there are no Crowdfunding Companies in business, and we are not aware of any licensing application that may be ongoing. 

Additional comments regarding the economic situation for crowdfunding, crowdinvesting and crowdlending platforms or what FinTech’s must be aware of in this business area

Please refer to our comments in b) Legal affairs iii).

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