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Branch of a foreign company in Uruguay

Argentina. For full detail on Argentina, go to The Argentine Thread.

Last verified: 2026-10-27 · Status: Stable

A company duly formed abroad is recognized in Uruguay and may carry out isolated acts and litigate, but to do business through a branch or other permanent representation it must register its contract, the decision to set up in Uruguay, a domicile, its local managers or representatives and any assigned capital at the commercial registry and make the publications of its company type (Ley Nº 16.060, art. 193). The branch keeps separate accounts in Spanish, must be registered with the DGI and BPS before it starts activities, and as a permanent establishment pays IRAE at 25 percent on Uruguayan source profit; profits it pays or credits abroad bear IRNR at 7 percent. It must also report its beneficial owners to the BCU register.

USD figures use UYU 40.214 per US dollar, the Banco Central del Uruguay (BCU) quotation for DLS. USA BILLETE on 26 October 2026. Amounts set in Unidades Indexadas (UI) use UYU 6.6792 per UI (BCU, 27 October 2026); amounts set in Unidades Reajustables (UR) use UYU 1,940.77, the September 2026 UR (Decreto 229/026, IMPO UR table, the latest month published on the verification date). Conversions are for orientation only.

Key facts

Branch: separate legal person from the foreign company	No Ley Nº 16.060 art. 193, as of 2026-10-27 · in force
Branch: minimum assigned capital set by law	None Ley Nº 16.060 art. 193, as of 2026-10-27 · in force
Branch: language of separate accounts	Spanish Ley Nº 16.060 art. 194, as of 2026-10-27 · in force
Branch: DGI and BPS registration deadline	Before starting activities DGI procedure sheet updated 30 Apr 2026, as of 2026-10-27 · in force
Branch: professional stamp for DGI registration, 2026	270 UYUDGI procedure sheet updated 30 Apr 2026, as of 2026-10-27 · in force
Corporate income tax (IRAE) rate	25 %T.O. 2023 Title 4 art. 23, as of 2026-10-27 · in force
IRNR on profits paid or credited abroad by IRAE taxpayers	7 %T.O. 2023 Title 8 art. 18, as of 2026-10-27 · in force
Non resident entities: Uruguayan assets above which beneficial owner filing applies	2500000 UILey Nº 19.484 art. 24, as of 2026-10-27 · in force
UYU per US dollar used for conversions (BCU, 26 Oct 2026)	40.214 UYUBCU quotation DLS. USA BILLETE, as of 2026-10-27 · in force
Unidad Indexada value used for conversions (BCU, 27 Oct 2026)	6.6792 UYUBCU quotation UNIDAD INDEXADA, as of 2026-10-27 · in force

The rule

1. Companies duly formed abroad are recognized in Uruguay as of right once their existence is proven, and may perform isolated acts and appear in court. To carry out their purpose through branches or any other permanent representation they must register at the Registro Público y General de Comercio the company contract, the resolution to establish in Uruguay, the domicile, the persons who will manage or represent it and, where the law requires, the capital assigned, and make the publications required for local companies of the same type. The same filings are repeated whenever the contract is amended.
Cost to do it: No assigned capital minimum is set by art. 193. Registry and publication costs as for the local type; foreign documents need apostille or legalization and a Spanish translation (cost depends on the home country).
Example: A Delaware corporation opening a Montevideo office files its certificate of incorporation and bylaws, the board resolution to open the branch, the Montevideo address and the appointed representative, then publishes as an S.A. would. / Process rule; amounts depend on documents and translations.Ley Nº 16.060 (Commercial Companies Law), Art. 193, 1989-09-04 official text · verified 2026-10-27

2. Branches and permanent representations keep separate accounting in Spanish and are subject to the applicable administrative controls. Their managers or representatives carry the same liabilities as managers of Uruguayan companies of the same type, and when a foreign company of a type unknown in Uruguay opens a branch, its registration, publication, managers' liability and administrative controls follow the S.A. rules. A company formed abroad whose main seat or main purpose is in Uruguay is treated as a Uruguayan company, including for the validity of its contract. A foreign company with a branch is served with process through the appointed managers or representatives; without one, through whoever acted for it in the contract at issue.
Cost to do it: Spanish language bookkeeping is an ongoing professional cost; not quoted here.
Example: A Brazilian Ltda. operating through a Montevideo branch keeps a separate ledger in Spanish and its local representative answers as an SRL manager would. / No fixed fee.Ley Nº 16.060, Art. 194 to 198, 1989-09-04 official text · verified 2026-10-27

3. The branch registers with the DGI and BPS (RUT and employer number) before starting activities, filing forms 0351, 0352 and 0353 and a notarial certificate covering its representatives, the decision to open the branch, the start date and the tax domicile; where the entity pays IRAE or has a permanent establishment, the representative must reside in Uruguay. In Montevideo the filing is in person by appointment; in the interior it starts online. Late registration carries a DGI fine.
Cost to do it: Professional stamp (timbre profesional) UYU 270 (US$7) for 2026; late filing fine per DGI.
Example: Branch opening on 1 February 2027: complete the DGI and BPS registration before that date. / About US$7 of stamp duty for the filing.DGI procedure sheet Inscripción de sucursal de empresa extranjera (updated 30 April 2026), Registration requirements and professional stamp, 2026-04-30 official text · verified 2026-10-27

4. Non residents are IRNR taxpayers only while they do not act in Uruguay through a permanent establishment; a branch is a permanent establishment and so pays IRAE on its Uruguayan source net profit at 25 percent. Dividends or profits paid or credited by IRAE taxpayers to non residents bear IRNR at 7 percent, and IRAE taxed profit older than three fiscal years that has not been distributed or reinvested is imputed as deemed dividends or profits, including for head office and branches in proportion.
Cost to do it: Tax cost on profit sent to head office: 25 percent IRAE plus 7 percent IRNR on the amount remitted.
Example: Branch profit UYU 4,021,400: IRAE UYU 1,005,350; remittance UYU 3,016,050 bears IRNR UYU 211,124; head office nets UYU 2,804,927 before any home country relief. / US$100,000 of profit: US$25,000 IRAE, US$5,250 IRNR on the US$75,000 remitted, US$69,750 net, a combined 30.25 percent before treaty or home country credits.Texto Ordenado 2023, Title 4 (IRAE) and Title 8 (IRNR), sources Ley Nº 18.083 and Ley Nº 19.438, T.O. 2023 Title 4 art. 23; Title 8 art. 9, art. 14 and art. 18, 2006-12-27 official text · verified 2026-10-27

5. A non resident entity acting in Uruguay through a permanent establishment, with effective management in Uruguay, or holding Uruguayan assets above UI 2,500,000 must identify its beneficial owners (individuals with 15 percent or more, or final control) and file a sworn statement with the BCU register within 45 days of becoming obliged, or 90 days when holders, chain members or beneficial owners are non resident, and report changes within the same terms. It cannot remit profits for the share of holders not identified.
Cost to do it: No filing fee; maximum fine 100 times the 2026 Tax Code maximum contravention fine of UYU 13,220, so up to UYU 1,322,000 (US$32,874).
Example: A foreign parent wholly owned by two founders with 50 percent each: the branch reports both founders and the parent within 90 days of becoming obliged. / Fine exposure up to about US$32,874 per breach, and blocked remittances.Ley Nº 19.484; Decreto Nº 166/017, art. 25 as worded by Decreto Nº 272/022, Ley 19.484 art. 22, art. 24, art. 30 and art. 33; Decreto 166/017 art. 3 and art. 25, 2022-08-30 official text · verified 2026-10-27

Feature	Branch	SAS subsidiary	S.A. subsidiary
Separate legal person	No; the foreign company itself	Yes	Yes
Liability of the parent	Full, as the same legal person	Limited to contributions	Limited to shares
Prior state review	No	No	AIN, 30 day term
ICOSA control tax	No	No	1.5% at formation and 0.75% each year end of UI 578,428
Profit tax in Uruguay	IRAE 25%	IRAE 25%	IRAE 25%
Tax on profits sent abroad	IRNR 7%	IRNR 7%	IRNR 7%
Filings when the parent changes its bylaws	Yes, registry and publications	No	No

Branch or subsidiary for a foreign parent (Ley Nº 16.060, Ley Nº 19.820, T.O. 2023)

Worked example

Profit repatriation on US$100,000 (UYU 4,021,400) of branch profit: IRAE US$25,000 (UYU 1,005,350); IRNR 7 percent on the US$75,000 remitted, US$5,250 (UYU 211,124); net to head office US$69,750 (UYU 2,804,927). Treaty relief and home country credits depend on the parent's country; for an Argentine parent, see The Argentine Thread guide for the Argentine side.

Step by step

1. Obtain apostilled or legalized parent documents: bylaws, good standing and the board resolution to open the branch and appoint representatives, with Spanish translation.
2. Register them at the Registro Nacional de Comercio with the Uruguayan domicile and representatives, and publish as the equivalent local type requires.
3. Register the branch with the DGI and BPS before activities start (forms 0351, 0352, 0353, notarial certificate, UYU 270 stamp); appoint a resident representative.
4. Set up Spanish language separate accounts.
5. File the beneficial owner statement with the BCU within 45 or 90 days.
6. Repeat registry filings whenever the parent amends its bylaws.

Common traps

Every amendment to the parent's bylaws must also be registered and published in Uruguay, a recurring cost a subsidiary avoids.
The parent is directly liable for all branch obligations, including labor claims; an SAS ring fences them.
The DGI requires a Uruguay resident representative where the branch is a permanent establishment.
Undistributed IRAE taxed profit older than three years can be imputed as deemed distributions to head office and taxed at 7 percent even without a transfer.
Profits cannot be remitted for the share of owners not identified to the BCU register.

Sources

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