Setting Up a Company in Uruguay from Abroad: What You Need to Know

Can you set up a company in Uruguay without living there? Yes. Uruguay does not require citizenship or residency to be a shareholder or partner in a company, and a foreigner can own 100% of it. Incorporation can be done remotely through a power of attorney granted abroad. What requires planning is not legal permission but logistics: apostilled documents, official translations, the beneficial ownership filing and opening the bank account.

Which type of company should I choose?

For most foreign investors, the simplified stock corporation (Sociedad por Acciones Simplificada, or SAS) is the most practical option. It was created by Law No. 19,820 of 2019, can have a single shareholder, has flexible bylaws and simpler procedures than a traditional corporation (S.A.) or limited liability company (SRL).

There is one restriction to keep in mind: a corporation (sociedad anónima) cannot be a shareholder of an SAS. If the investment comes through a foreign company, its legal form must be reviewed before choosing the vehicle.

Do I need to travel to Uruguay?

Not necessarily. The foreign shareholder can grant a power of attorney so that a professional in Uruguay signs and handles the incorporation on their behalf. There are two common ways to do this:

• Before a notary in your country, and then having the document apostilled. We recommend that the Uruguayan professional drafts the text, to make sure it meets the formal requirements of Uruguayan law.

• Before the Uruguayan consulate in your jurisdiction.

If the power of attorney is not in Spanish, it must be translated by a Uruguayan sworn translator. A power of attorney granted abroad is usually also recorded before a Uruguayan notary (escribano) before it is used.

Want to incorporate without traveling? We send you the power of attorney template, coordinate the apostille and translation, and handle the entire incorporation. Message us on WhatsApp.

Which documents should I prepare?

In general, for each individual shareholder:

• A valid passport or national ID.

• Address details and, depending on the case, information about the source of the funds being contributed.

If the shareholder is a foreign company, the list is longer: documents proving its existence and good standing, who represents it and who its ultimate owners are, all apostilled and translated.

Uruguayan banks and notaries apply anti-money-laundering rules, so it is common for them to request documents proving the source of funds. Having them ready from the start avoids most delays.

Beneficial ownership: a step you cannot skip

Every Uruguayan company must report its beneficial owners to the Central Bank of Uruguay (BCU): the individuals who ultimately own or control the company. If there is a chain of companies in between, it must be traced until reaching the individuals. The rules set different deadlines for resident and non-resident shareholders, and the information must be kept up to date.

Registered address, management and local representation

The company needs a registered address in Uruguay to receive notices from the tax authority (DGI), the social security agency (BPS) and other bodies, as well as someone to manage and represent it. In practice, when the owners live abroad, it is highly advisable to have a local representative or attorney-in-fact who can sign documents, respond to requests and handle procedures without waiting for the owner to travel.

The bank account

Opening the company's bank account is usually the slowest step. Each bank applies its own criteria and may require the representative to appear in person, additional documentation about the shareholders or information about the planned business. It is best to start this step as soon as the company is registered.

Summary of steps

1. Define the type of company, shareholders, capital and management.

2. Grant and apostille the power of attorney abroad; have it translated if needed.

3. Gather the shareholders' documents.

4. Execute the bylaws and register the company.

5. Obtain the tax ID (RUT) from the DGI and register with the BPS.

6. File the beneficial ownership report with the Central Bank.

7. Open the bank account.

Does owning a company give me residency?

Not automatically. Owning a Uruguayan company does not grant residency. However, if you also plan to live in Uruguay, income from the company can be used to prove your means of support in a permanent residency application. U.S. citizens can see our Uruguay residency guide for U.S. citizens.

How we can help

At Estudio Cabillón we assist investors from the United States, Argentina, Brazil, Spain and other countries: we draft the power of attorney and the bylaws, coordinate apostilles and translations, incorporate the company, handle registrations and the beneficial ownership filing, and can act as your local attorney-in-fact. We work in English and Spanish, by video call. If a dispute ever arises with a Uruguayan counterparty, see how to handle a lawsuit in Uruguay from abroad.