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Register a company in Uruguay 

by | Jul 21, 2022 | Corporate Structuring

Register a company in URUGUAY – Luxembourg

The Republic of Uruguay is a country in Latin America, that is characterized by enviable political stability and extremely progressive social legislation.

Uruguay is the third most credible country in Latin America. Therefore, more and more entrepreneurs are looking to buy or register companies in Uruguay. 

Why register a company in Uruguay? 

  • democratic policy of the government 
  • liberal tax legislation 
  • lack of currency control 
  • existence of such free zones 
  • progressive conditions for doing offshore business in the country 
  • principle of preservation of bank secrecy, underlying the functioning of the financial sector 

Steps to incorporate a business in Uruguay 

The Uruguay government is keen on capital inflows, so financiers from all over the globe consider this country a prosperous business area. If you are among such businessmen, below are the steps to take to incorporate a company in Uruguay. 

To decide which kind of company is the best for your business, it is crucial to keep in mind the number of members or shareholders, the capital available, and the size of the company. 

These are the 3 most common types of companies in Uruguay: 

  • Corporation (Sociedad Anónima – S.A.) 

Generally, a corporation requires at least two founding members, who can either be Uruguay residents or foreigners. In addition, there is a board of directors that deals with the management functions. Members of the board can either be local or foreign individuals with domiciles inside or outside of Uruguay. A significant advantage of corporations is that they have no limitations as to the activities they conducted, except in cases where they directed financial and insurance operations. 

  • Limited Liability Partnerships (Sociedad de Responsibilidad Limitada – S.R.L.) 

An S.R.L. is the most commonly used business type in Uruguay. Similar to corporations, Limited Liability Partnerships have no restrictions in conducting activities except for financial and insurance operations. And as for its establishment, there should be at least 2 members to a limit of 50 partners. 

  • SAS (Sociedad pour acciones simplificadas) is known as a Simplified Stock Company in English. You may know more about the Uruguay Simplified Stock Company here.

Appoint a legal representative 

In Uruguay, you need to assign a legal representative who will be the person that will represent the company to the government and will be responsible for legal processes and duties. The legal representative of a company in Uruguay can either be a local or a foreigner. A Power of Attorney (POA) will be required to permit your legal representative to carry out the process locally. This Power of Attorney has to be signed by the corresponding party. 

All documentation that comes from abroad must be appropriately legalized and apostilled, and these hard copy documents must be sent to Uruguay. Finally, consider that documentation that isn’t in Uruguay will require interpretations to be accepted by the local agencies. 

Prepare the Articles of Incorporation and the bylaws of the company 

The bylaws documentation permits the constitution of the company in Uruguay. All this information needs to be evaluated by a local lawyer and notarized by a public notary in Uruguay. Note that this document has to include, the Company name, Power of Attorney of the Legal Representative, full Information on the share capital, your Registered office address, the Management structure, Purpose of activity, Profit-sharing and loss-bearing method, and finally, the Extinction and liquidation detail plans. 

Submit the bylaws and Articles of Incorporation 

Once the bylaws are notarized, they must be submitted to the National Audit Office or Auditoría Interna de la Nación (AIN) for authorization. This process can take up to thirty days and can be done online or in person. 

The AIN is an office that runs within the Ministry of Economy and Finance of Uruguay (MEF), and it’s responsible for the management of the bylaws of companies. Once the bylaws are approved, the AIN will provide a certificate. 

Register the company 

Once the by-laws have been authorized by the AIN, the company shall be registered with the Register of Legal Entities-National Trade Register Section (RNC) in order to comply with part of the essential requirements to be approved of their business type. This process, at times, can be especially complex, so the support of a local lawyer always proves rather valuable. 

This process can take up to 5 business days and the documents can be submitted at their online platform. 

Publish an extract of the bylaws on the Official Gazette 

Once the RNC authorizes the registration of the company, an extract of the bylaws has to be published in the Official Gazette and in another newspaper of your choosing, stating that the company is operational in Uruguay. The process usually takes 2 working days. 

Register your company at the Single Window to obtain a taxpayer ID number (RUT) and registration at the Social Security Administration (BPS) 

The Single Window is a service that unifies and simplifies operations given by the Social Security Administration or ‘Banco de Provisión Social’ (BPS) and the Tax Authority or ‘Dirección General Impositivia’ (DGI). At the Single window, the company will obtain a taxpayer Identification Number or Registro Único Tributario(RUT). 

The documents to be submitted for this process includes Application forms for both procedures, 2 copies of the ID of the partners or legal representative, and 2 notarized copies of a document including the following information of the founders of the company: signature, personal information, and registered address. 

Register the company with the State Insurance Bank (BSE) 

One of the last steps in the company formation process in Uruguay is to register the company with the State Insurance Bank or ‘Banco de Seguros del Estado’ (BSE) in order to be able to start employing staff. The State Insurance Bank is an independent public body within the Uruguayan State. Employers must provide occupational injuries and illnesses insurance coverage, from the BSE, for all employees. 

Open a corporate bank account 

Each bank gives various types of accounts with many advantages depending on the agreement and goals of the company. It is important to consider that some banks may have foreign transaction restrictions for companies that have foreign shareholders. It is significant to take this into account as part of your company establishment strategy, as identifying a bank that has adaptable policies will specify when your new company can start its operations. 

Foreign Branch Offices 

You can either form an independent local company in Uruguay or establish an extension of your parent company established in another country. The latter is hypothetically free to achieve any business activities in the country. However, it must follow the systems directed by the parent company. 

Upon a foreign branch office’s registry with the National Trade Register (RNC), it must indicate the parent company’s name, domicile, capital, and its managers. 

Uruguay is regarded as the smallest country on the South American continent. But the small size of the state did not impede it from obtaining the status of The most affluent country in Latin America. 

To ensure you register your company in the right way, you can get in touch with Damalion, and our team of experts will help as much as possible. 

Damalion – Luxembourg

Register a company in Uruguay — legal forms, required documents, step-by-step process, timelines, taxes and ongoing duties (2025).

For entrepreneurs, investors, SPVs and international groups • This page explains the documents, actions and checks most files require in Uruguay. Acceptance by authorities and banks follows their policies and laws.

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What helps incorporation go smoothly?

Choose the right legal form, prepare clear ownership and control information, and submit complete documents from the start. Keep names, addresses and powers consistent across the bylaws, registry filings and tax registrations.

Documents most files need

  • Founders’ IDs (passports/IDs) and recent proof of address.
  • Ownership chart and ultimate beneficial owner (UBO) data.
  • Draft bylaws/articles with company name, purpose, capital, management and registered office.
  • Power of Attorney for the local representative, where applicable.
  • Registered office evidence in Uruguay.
  • For foreign documents: apostille/legalization and certified translations into Spanish when required.

Main legal forms at a glance

Form Overview Owners / Governance Notes
Sociedad Anónima (S.A.) Classic corporation for medium/large projects. At least two founders. Board or administrators per bylaws. Shares may be nominative or book-entry. Public registry of shareholders applies in practice through UBO/record rules.
Sociedad de Responsabilidad Limitada (S.R.L.) Limited liability company widely used for SMEs. 2–50 quota holders. One or more managers (gerentes). Quotas are transferable per bylaws; simpler governance than S.A.
Sociedad por Acciones Simplificada (SAS) Flexible company by shares designed for speed and startups. Can be incorporated by one or more shareholders. Bylaws allow wide freedom on management, voting and transfer rules.
Sucursal (Branch) Extension of a foreign company. Local legal representative appointed. Parent remains liable; file parent’s constitutive docs and accounts.

Incorporation with Damalion step by step

  1. Pick the form and name. Confirm name availability and purpose wording.
  2. Draft and notarize bylaws. Include capital, governance, registered office and representation powers.
  3. File for authorization (when applicable). Submit bylaws for control where required.
  4. Register the company. Record with the National Trade Register and obtain certificates.
  5. Publish required notices. Publish extracts in the Official Gazette and another newspaper when the law requires it.
  6. Obtain tax ID (RUT) and register with DGI. Register for taxes and, if applicable, VAT.
  7. Register with Social Security (BPS) and workplace insurance (BSE) if hiring.
  8. Report UBO and maintain records. File and update beneficial ownership information within legal deadlines.
  9. Open the corporate bank account. Provide company papers, UBO data and activity description.
  10. Start operations. Set accounting, invoicing and compliance routines.

Timelines and costs

  • Timelines. From full document pack to registration and RUT: generally days to a few weeks, depending on form, follow-ups and publications.
  • Costs. Public fees (notary, publications, registry), translations/apostilles and professional support. Ongoing costs include accounting, filings and registered office.

Frequently asked questions

Can a foreigner form a company in Uruguay?
Yes. Foreign shareholders may own 100% of a Uruguayan company. Identification, UBO reporting and compliance with tax/social security rules still apply.
Is physical presence required to incorporate?
No, incorporation can be completed through a notarized Power of Attorney with apostille/legalization and, where needed, certified Spanish translations.
Which forms allow a single shareholder?
The SAS allows one or more shareholders. S.A. and S.R.L. are typically formed by at least two founders at incorporation.
What is the minimum capital?
Law does not set a high statutory minimum for most private S.A., SAS and S.R.L. forms. Capital must be sufficient for the purpose stated and as required by special regimes.
Do I need a registered office?
Yes. A local registered office address in Uruguay is required and is used in filings, inspections and service of notices.
Who can act as legal representative?
An individual with legal capacity, resident or foreign, appointed under a notarized instrument. Banks and authorities may ask for local contact details.
Is publication in the Official Gazette necessary?
Yes for forms and acts where the law requires publication (e.g., certain incorporations and amendments). A newspaper notice is often required in addition to the Gazette.
What tax registrations are mandatory after incorporation?
Obtain the RUT and register with the Tax Authority (DGI). Register for VAT (IVA) if the activity is subject to VAT. Issue compliant invoices once active.
What are the main business taxes?
Corporate income tax (IRAE) generally applies to Uruguayan-source income at 25%. VAT standard rate is 22% on taxable supplies. Some activities enjoy reduced rates or exemptions.
Are dividends to non-residents subject to withholding?
Dividends distributed out of taxed profits are generally subject to a 7% non-resident income tax (IRNR), subject to treaties and specific conditions.
Is there exchange control?
No general foreign exchange control. Payments abroad are allowed, subject to tax and AML rules and any sectoral restrictions.
Do financial statements need to be filed?
Companies must keep proper books and prepare annual accounts. Audit or filing obligations depend on size thresholds and regulated activities.
Is UBO reporting mandatory?
Yes. Ultimate beneficial owners must be reported to the relevant authority and kept up to date within legal deadlines. Non-compliance carries penalties.
What labor registrations are required when hiring?
Register the employer and employees with BPS (Social Security) and obtain compulsory workplace insurance with BSE before work starts.
Can a foreign company register a branch?
Yes. File parent company documents (duly legalized/apostilled), appoint a local representative and register the branch with the Trade Register and tax authorities.
Are sector-specific licenses needed?
Yes for regulated activities (e.g., finance, insurance, health, telecoms). Obtain the license before operations. Additional AML duties may apply.
How long does incorporation usually take?
With a complete file, the process commonly runs from days to a few weeks, depending on the form, publications and authority responses.
Do I need Spanish translations?
Yes for foreign documents when requested. Use certified translations and ensure names and numbers match the originals exactly.
Can shares/quotas be transferred freely?
Transfers follow bylaws and the law. S.R.L. quotas often need partners’ approval. S.A. and SAS shares can allow wider transfer rules when drafted that way.
What ongoing duties apply after starting operations?
Maintain accounting, file taxes and returns on time, update UBO and corporate records, renew authorities’ registrations, and hold meetings required by bylaws and law.

10 Best Things to Do in Montevideo, Uruguay in 24 Hours

Maximize a tight schedule with compact, easy-to-reach highlights centered around Ciudad Vieja and the Rambla.

  1. Plaza Independencia – gateway between Ciudad Vieja and downtown. Jump to map
  2. Teatro Solís – 19th-century opera house with guided tours.
  3. Palacio Salvo – iconic Art-Deco landmark at the square.
  4. Ciudad Vieja – stroll the old town streets and cafés.
  5. Mercado del Puerto – classic parrillas and local atmosphere.
  6. Rambla de Montevideo – waterfront walk or bike ride.
  7. Museo Nacional de Artes Visuales – key Uruguayan art collection (Parque Rodó).
  8. Parque Rodó – lakes, gardens and weekend markets.
  9. Pocitos Beach – city-beach vibe along the Rambla.
  10. Fortaleza del Cerro – hilltop views and small military museum.

10 Best Hotels in Montevideo, Uruguay

  1. Sofitel Montevideo Casino Carrasco & Spa – grand Belle-Époque icon by the coast (Carrasco).
  2. Hyatt Centric Montevideo – modern rooms facing the Rambla (Buceo).
  3. Sheraton Montevideo Hotel – business-friendly, near Punta Carretas Shopping.
  4. Radisson Montevideo Victoria Plaza – central high-rise on Plaza Independencia.
  5. Hilton Garden Inn Montevideo – connected to Montevideo Shopping (Buceo).
  6. Costanero Montevideo – MGallery – boutique seafront stay on the Rambla.
  7. Alma Histórica Boutique Hotel – refined townhouse near Plaza Zabala (Ciudad Vieja).
  8. Dazzler by Wyndham Montevideo – contemporary option in Punta Carretas.
  9. Cala di Volpe Boutique Hotel – classic rooms overlooking the coast (Punta Carretas).
  10. Aloft Montevideo – upbeat style, good for work-and-play (Punta Carretas).

Back to list

  • Graphic – Luxembourg
  • Graphic – Luxembourg

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