Corporate Law
Setting Up a Company in Uruguay
We advise foreign investors and companies on how to register a company in Uruguay: choosing the right entity, incorporating it, opening bank accounts and meeting ongoing tax and corporate obligations. Corporate lawyers, notaries and accountants in one team, working in English.
Why Uruguay
Foreign investment in Uruguay
Uruguay is a small market, but it is used by foreign groups as a stable base for regional operations, holding structures and service exports.
Equal treatment of foreign investors
The Investment Promotion Law (Law 16.906) guarantees foreign investors the same treatment as Uruguayan nationals. There is no prior authorisation requirement, no restriction on foreign ownership and no limit on the repatriation of capital or profits.
Legal and institutional stability
Uruguay has a long record of respect for contracts, an independent judiciary and investment-grade sovereign ratings. Rules for companies change infrequently and are applied consistently.
No exchange controls
Funds can be moved in and out of the country freely, in any currency. Bank accounts in US dollars are standard, and there is no obligation to convert foreign currency.
Territorial tax system and special regimes
Corporate income tax (IRAE) applies only to Uruguayan-source income, at a flat rate of 25%. Free trade zones, software and services exports, and promoted investment projects benefit from partial or total exemptions.
Company types
S.A., S.A.S. or a branch of a foreign company
Three structures cover almost every case. The Simplified Joint-Stock Company (S.A.S.) has become the default choice for new foreign-owned businesses since it was introduced in 2019.
| Corporation (S.A.) | Simplified Joint-Stock Company (S.A.S.) | Branch of a foreign company | |
|---|---|---|---|
| Shareholders | One or more. Individuals or entities, resident or not. | One or more. Individuals or entities, resident or not. | Not applicable. The foreign parent is the owner. |
| Liability | Limited to the capital subscribed. | Limited to the capital subscribed. | The parent company is fully liable for the branch's obligations. |
| Capital | Statutory minimum capital, updated periodically. 50% must be subscribed and 25% paid in at incorporation. | No statutory minimum. At least 10% of the subscribed capital paid in at incorporation, the balance within 24 months. | No separate capital required. The parent allocates funds to the branch. |
| Management | Board of directors or a sole director. Annual shareholders' meeting required. | Flexible. A sole administrator is sufficient. Bylaws can be tailored freely. | A legal representative in Uruguay appointed by the parent. |
| Formation time | Off-the-shelf company: 1 to 2 weeks. Newly incorporated: 8 to 12 weeks, including approval by the state auditor (AIN). | 2 to 4 weeks. Fully digital incorporation, no state auditor approval. | 4 to 8 weeks. Requires the parent's corporate documents, apostilled and translated. |
| Best suited for | Larger operations, holding structures, regulated activities, businesses that expect outside investors. | Most foreign-owned operating businesses, startups, consulting and services companies, real estate holding. | Groups extending an existing business into Uruguay without creating a new entity, or for a single project. |
Corporation (S.A.)
- Shareholders
- One or more. Individuals or entities, resident or not.
- Liability
- Limited to the capital subscribed.
- Capital
- Statutory minimum capital, updated periodically. 50% must be subscribed and 25% paid in at incorporation.
- Management
- Board of directors or a sole director. Annual shareholders' meeting required.
- Formation time
- Off-the-shelf company: 1 to 2 weeks. Newly incorporated: 8 to 12 weeks, including approval by the state auditor (AIN).
- Best suited for
- Larger operations, holding structures, regulated activities, businesses that expect outside investors.
Simplified Joint-Stock Company (S.A.S.)
- Shareholders
- One or more. Individuals or entities, resident or not.
- Liability
- Limited to the capital subscribed.
- Capital
- No statutory minimum. At least 10% of the subscribed capital paid in at incorporation, the balance within 24 months.
- Management
- Flexible. A sole administrator is sufficient. Bylaws can be tailored freely.
- Formation time
- 2 to 4 weeks. Fully digital incorporation, no state auditor approval.
- Best suited for
- Most foreign-owned operating businesses, startups, consulting and services companies, real estate holding.
Branch of a foreign company
- Shareholders
- Not applicable. The foreign parent is the owner.
- Liability
- The parent company is fully liable for the branch's obligations.
- Capital
- No separate capital required. The parent allocates funds to the branch.
- Management
- A legal representative in Uruguay appointed by the parent.
- Formation time
- 4 to 8 weeks. Requires the parent's corporate documents, apostilled and translated.
- Best suited for
- Groups extending an existing business into Uruguay without creating a new entity, or for a single project.
Free trade zones
The Uruguay free trade zone regime
Uruguay has more than ten free trade zones (zonas francas), including Zonamerica, WTC Free Zone and Aguada Park in Montevideo. Companies operating inside a zone as authorised users are exempt from national taxes on their activity, provided the activity is carried out from the zone.
- Exemption from all national taxes, including corporate income tax, VAT and net wealth tax, for activities carried out within the zone
- Goods entering the zone are not subject to customs duties. Sales into Uruguayan territory are treated as imports
- Available for services (software, back office, trading, consulting), logistics and manufacturing
- Social security contributions still apply to Uruguayan employees. Foreign employees may opt out of the Uruguayan system
- At least 75% of staff must be Uruguayan citizens (a lower ratio can be authorised for service companies)
- Requires a contract with a zone operator and approval of the business plan by the Free Trade Zones Authority
Is it right for you? The regime is designed for businesses that serve clients outside Uruguay. A company that sells mainly to the Uruguayan market gains little from it. A free trade zone user is normally an S.A. or S.A.S. incorporated for that purpose, and the user contract with the zone operator adds 4 to 8 weeks after the entity exists to the setup.
Requirements
Requirements for foreign shareholders
The whole process can be completed from abroad through a power of attorney. Travel to Uruguay is not required to incorporate a company.
- 01
No residency or nationality requirement for shareholders or directors. A company can be 100% foreign-owned
- 02
Individual shareholders: passport copy and proof of address. Corporate shareholders: certificate of incorporation, good standing and authority to act, apostilled and translated by a Uruguayan sworn translator
- 03
Beneficial ownership declaration filed with the Central Bank of Uruguay (BCU) identifying the individuals who ultimately own or control the company
- 04
A registered office in Uruguay and a local representative before the tax authority (DGI) when no director is resident. We can provide both
- 05
Power of attorney (poder) granted abroad, so that incorporation, tax registration and bank onboarding can be signed without travelling
- 06
Bank account opening is subject to the bank's own compliance review. Source-of-funds documentation is requested for every shareholder
Timeline and costs
How long it takes and what it costs
Timelines are indicative and assume documents from abroad are complete. Bank account opening is usually the step that takes longest, and it runs in parallel with incorporation.
Estimated timelines
- S.A.S. incorporation
- 2 to 4 weeks
- S.A., off-the-shelf company
- 1 to 2 weeks
- S.A., new incorporation
- 8 to 12 weeks
- Branch registration
- 4 to 8 weeks
- Corporate bank account
- 2 to 6 weeks
- Free trade zone user contract
- 4 to 8 weeks after the entity exists
What the cost is made of
- Government and registration fees (Commercial Registry, official publications, tax and social security registration)
- Notary (escribano) fees for the incorporation deed and certifications
- Sworn translations and apostilles for foreign documents
- Initial capital, which remains available to the company
- Our professional fees, quoted as a fixed amount in advance
We provide a written, itemised quote before any work starts, covering incorporation and the first year of tax and accounting compliance if you wish. Fees depend on the entity type, the number and nationality of shareholders and whether a free trade zone is involved.
After incorporation
Ongoing obligations of a Uruguayan company
Uruguayan companies file monthly. Missed filings generate fines and surcharges automatically, so most foreign-owned companies retain a local accountant from the first month.
- Paso 1
Accounting and bookkeeping
Accounting records must be kept in Spanish under Uruguayan accounting standards. Annual financial statements are mandatory, and companies above certain size thresholds must file them with the state auditor (AIN).
- Paso 2
Tax filings
Monthly VAT and advance corporate income tax returns with the tax authority (DGI), an annual corporate income tax (IRAE) return and an annual net wealth tax (IP) return. Even a dormant company must file.
- Paso 3
Social security
Registration with the social security bank (BPS) and monthly contributions for every employee. Directors who receive remuneration also contribute.
- Paso 4
Corporate compliance
Annual shareholders' meeting, minutes books, updates to the beneficial ownership register at the Central Bank whenever ownership changes, and renewal of any sector licences.
Corporate lawyers in Uruguay for foreign clients
Legal, notarial and accounting work handled by one firm, so incorporation, tax registration and bookkeeping do not fall between three providers.
Experience
25 years in corporate law
Notary in-house
Incorporation deeds and certifications without a third party
Remote setup
Incorporation and bank onboarding by power of attorney
English-speaking
Communication in English, Spanish and Portuguese
Ready to register a company in Uruguay?
Send us a short description of the business and its shareholders. We will recommend a structure and send a fixed-fee proposal, usually within 24 hours.