1
Every contribution is defined
Land, construction, money and management are identified and valued using criteria understood by all parties.
Notarial structuring · Real estate projects
Building with a partner when one party contributes the land.
VGC aligns title, contributions, costs, decisions and exit terms before construction begins, capital is advanced or commitments are made to third parties.
Direct English-speaking notarial support · Punta del Este, Maldonado and Uruguay
Why structure first
More clarity to build, decide and exit.
The goal is for each party to understand what they contribute, what they can decide and what they will receive if the project proceeds as planned.
2
Decision-making follows agreed rules
The project states who can approve changes, additional costs, contractors and the final use of the property.
3
Cost overruns can be anticipated
Delays, extra costs and additional funding no longer depend entirely on an informal conversation.
4
There is a documented exit route
Sale, allocation, rental, default or a party's withdrawal are considered before a dispute arises.
The underlying issue
An economic understanding does not necessarily create a right in the property.
When one person contributes the land and another contributes construction, capital or management, there are two separate layers: what the parties expect to receive and what their documents actually establish. Structuring the project is intended to bring those layers together before work proceeds.
01
Building alone does not alter title
Contributing construction, materials, money or management does not by itself grant a percentage of the property. The relationship between the land and the building should be reviewed before investment begins.
02
A 50/50 understanding leaves key questions open
A percentage does not explain how each contribution is valued, who absorbs cost overruns, which decisions require consent or what happens after delay or default.
03
Construction brings outside obligations
Permits, technical professionals, contractors, Uruguay's Social Security Bank (BPS), insurance, taxes and later sales or allocations must be coordinated with the selected legal and documentary structure.
Scope of the service
The rules to define before construction begins
Scope is adapted to the project. Not every matter needs the same instrument, but every project needs clarity on these points.
01
Title and authority to build
Review of the land, its owners, title history, encumbrances, co-ownership and the authority required to develop the project.
02
Contributions and valuation
Identification of the land, money, materials, construction work, design, direction, management or commercial work contributed by each party.
03
Budget and cost overruns
Rules for budgets, work certifications, common expenses, permits, taxes, overruns and any additional funding that may be required.
04
Decision-making and control
Voting rules, information, accounting, third-party appointments and decisions that should not be left to informal understandings.
05
Default and exit
Consequences of delay, abandonment, lack of funds, replacement of a party, transfer of a position or early termination.
06
Final use and returns
Criteria for allocating, selling, renting or operating the units and for distributing income, costs and responsibilities.
Agreement architecture
A sound structure connects the asset with the intended result.
Documentary decisions are made in sequence. Starting with a contract before understanding the earlier layers often leaves gaps that are difficult to correct during construction.
- 1
Base
Land and title
Who owns the property and what that person can commit.
- 2
Contributions
Construction, capital and management
What each party provides, when and how it is evidenced.
- 3
Governance
Decisions and controls
Who decides, reports, hires and approves changes.
- 4
Outcome
Sale, allocation or rental
How the result is distributed and how each party may exit.
Working process
From an informal idea to a documented roadmap
- Step 01
Assess the project
We identify the land, the parties, the intended contributions, the current stage and any commitments already made.
- Step 02
Design the structure
Legal and documentary alternatives are compared according to title, risk, duration, intended outcome and participation model.
- Step 03
Document the rules
Contributions, decisions, controls, defaults and exit terms are translated into instruments that reflect the real project.
- Step 04
Coordinate execution
Technical professionals and other advisers, documentary milestones and any later acts are coordinated as required.
Deliverables
What the structuring work may produce
- Initial map of the parties, title, contributions and risks.
- Comparison of structuring alternatives that may apply to the project.
- Roadmap of pending decisions and documents.
- Drafting or review of the required notarial instruments.
- Matrix of contributions, milestones, approvals and defaults.
- Document coordination with technical professionals and advisers when required.
Initial review
Information that helps us begin
A complete file is not required. A general description allows us to request only what is relevant.
- Title deed, cadastral property number and location of the land.
- Identification of current owners and intended participants.
- Preliminary design, specifications, plans or permits already available.
- Preliminary construction budget and schedule.
- Description of what each party intends to contribute.
- Drafts, messages or agreements already exchanged.
- Intended outcome: sale, allocation, rental or private use.
- General details of the technical team, construction company and other advisers.
Legal framework and professional coordination
Official information for understanding the starting point
These references explain why each matter should be reviewed before construction. They do not replace an examination of title, agreements or the rules applicable to a specific project.
Depending on the project, VGC coordinates with architects, engineers, accountants, lawyers and public agencies without replacing their technical or professional roles.
Uruguay Civil Code, Article 750
Accession rules concerning materials incorporated into land.
Official source · SpanishUruguay Civil Code, Article 751
Rules concerning construction on land owned by another person and effects that depend on the circumstances.
Official source · SpanishUruguay Civil Code, Article 1291
Binding force of contracts and performance in good faith.
Official source · SpanishUruguay Civil Code, Article 1844
Liability for certain categories of construction defects.
Official source · SpanishMaldonado building permit
Official requirements for new construction, extensions and alterations.
Official source · SpanishPrivate construction by contract — BPS
Information for arrangements involving a contractor that supplies the workforce.
Official source · SpanishFrequently asked questions
Before contributing land, construction or capital
Does building on land owned by someone else make me a co-owner?
Not necessarily. Financing or carrying out construction does not by itself grant a share of the property. The answer depends on title, consent, existing agreements and the legal structure documented for the specific project.
Is it enough to agree that the project will be 50/50?
Usually not. In addition to the percentage, the parties should define how contributions are valued, who pays cost overruns, how decisions are made, what information must be provided and what happens if a party does not perform.
When should we contact a notary?
Before construction begins, money is advanced, possession is delivered, permits are filed in one party's name or commitments are signed with builders, investors or future buyers.
Does the project always require a company?
No. A company may be useful for some projects, but it is not the only option. The structure depends on title, contributions, timeframe, intended outcome, risks and the planned exit route.
Does this service include architectural design or construction management?
No. The scope is notarial and documentary. Technical matters remain with architects, engineers and other qualified professionals, with whom VGC coordinates when the project requires it.
What if the project has already started?
It may still be reviewed, but the available alternatives will depend on contributions already made, the title and registry position, signed contracts, physical progress and obligations assumed toward third parties.
Can owners or investors outside Uruguay participate?
Yes. The review can be coordinated remotely, including advance planning for powers of attorney, signatures, apostilles, translations and foreign documents required by the selected structure.
How are taxes and project costs determined?
They depend on the structure, the parties, the nature of each contribution and later transactions. Different taxes and obligations may apply, so accounting or tax advice is coordinated when appropriate.
How much does project structuring cost?
Scope and fees are determined after the project is understood, based on the work required and the applicable professional tariff. An initial consultation helps define what must be reviewed before a proposal is prepared.
Initial assessment
Start before construction narrows the available options
The first contact helps us understand the project's stage and decide whether the next step should be a consultation, a document review or a broader structuring proposal.
You can also begin on WhatsApp
Briefly explain who contributes the land, what the other party would contribute and whether the project has already started.
Ask on WhatsAppTell us how the project is being planned
A general description is enough for the first contact. The initial reply will help define what should be reviewed and which information is useful to prepare.
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