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Choosing an entity in Uruguay: SAS, sociedad anónima, SRL or branch

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

A foreign investor in Uruguay usually picks between four vehicles: the SAS (sociedad por acciones simplificada, Ley Nº 19.820), the sociedad anónima (S.A.), the sociedad de responsabilidad limitada (SRL) and the branch of a foreign company, the last three under the Commercial Companies Law, Ley Nº 16.060. The SAS can have a single shareholder, needs no board, is registered directly at the Registro Nacional de Comercio (online for UYU 2,530 when all participants are individuals) and only comes under the state control body once yearly income passes UI 37.5 million, while the S.A. needs two founders, prior review of its bylaws by the Auditoría Interna de la Nación (AIN) and pays the control tax ICOSA at formation and every year end. Every vehicle must identify any individual holding 15 percent or more and report to the Banco Central del Uruguay register, and profits cannot be paid to holders who were not identified.

USD figures use UYU 40.214 per US dollar, the Banco Central del Uruguay (BCU) quotation for DLS. USA BILLETE on 26 October 2026. Thresholds set in Unidades Indexadas (UI) are converted at UYU 6.6792 per UI (BCU, 27 October 2026); the ICOSA amount for events in 2026 uses the UI of 31 December 2025, UYU 6.4234 (BCU), as the law requires. Both retrieved from the BCU quotations service on the verification date; conversions are for orientation only.

Key facts

SAS: minimum number of shareholders	1 shareholdersLey Nº 19.820 art. 11, as of 2026-10-27 · in force
SAS: minimum capital set by law	None Ley Nº 19.820 art. 15, as of 2026-10-27 · in force
SAS: minimum cash capital paid at formation	10 %Ley Nº 19.820 art. 15, as of 2026-10-27 · in force
SAS: maximum term to pay subscribed capital	24 monthsLey Nº 19.820 art. 15, as of 2026-10-27 · in force
SAS: board of directors required	No Ley Nº 19.820 art. 29, as of 2026-10-27 · in force
SAS: maximum share transfer ban in bylaws (renewable unanimously)	10 yearsLey Nº 19.820 art. 19, as of 2026-10-27 · in force
SAS: public offering of shares allowed	No Ley Nº 19.820 art. 8, as of 2026-10-27 · in force
SAS: deadline to file the formation document at the registry	30 daysLey Nº 19.820 art. 11, as of 2026-10-27 · in force
SAS: online formation fee (individual participants only)	2530 UYULey Nº 19.820 art. 11; DGR procedure sheet updated 11 Feb 2026, as of 2026-10-27 · in force
SAS: yearly income above which AIN supervision applies	37500000 UILey Nº 19.820 art. 10, as of 2026-10-27 · in force
S.A.: minimum number of founders	2 personsLey Nº 16.060 art. 1, as of 2026-10-27 · in force
S.A.: minimum capital paid at formation (single act)	25 %Ley Nº 16.060 art. 280, as of 2026-10-27 · in force
S.A.: minimum capital subscribed at formation (single act)	50 %Ley Nº 16.060 art. 280, as of 2026-10-27 · in force
S.A.: term for the state control body to rule on the bylaws	30 daysLey Nº 16.060 art. 252, as of 2026-10-27 · in force
S.A.: ICOSA rate at formation (base UI 578,428)	1.5 %T.O. 2023 Title 16 art. 3, as of 2026-10-27 · in force
S.A.: ICOSA rate at each fiscal year end (base UI 578,428)	0.75 %T.O. 2023 Title 16 art. 3, as of 2026-10-27 · in force
S.A.: ICOSA taxable base	578428 UIT.O. 2023 Title 16 art. 2, as of 2026-10-27 · in force
SRL: maximum number of partners	50 partnersLey Nº 16.060 art. 223, as of 2026-10-27 · in force
SRL: minimum cash contribution paid at signing	50 %Ley Nº 16.060 art. 228, as of 2026-10-27 · in force
Commercial company contract: deadline to file at the commercial registry	30 daysLey Nº 16.060 art. 7, as of 2026-10-27 · in force
Beneficial owner threshold (capital or votes)	15 %Ley Nº 19.484 art. 22, as of 2026-10-27 · in force
SAS online route: deadline to report beneficial owners to the BCU after obtaining the RUT	45 daysLey Nº 19.484 art. 29; DGR procedure sheet, as of 2026-10-27 · in force
Deadline to report beneficial ownership changes (resident owners)	45 daysLey Nº 19.484 art. 30, as of 2026-10-27 · in force
Deadline to report beneficial ownership changes (non resident owners or chain members)	90 daysLey Nº 19.484 art. 30, as of 2026-10-27 · in force
Maximum contravention fine under Tax Code art. 95 for 2026	13220 UYUDecreto Nº 344/025 art. 1, 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

The rule

1. Every commercial company contract is granted in a public or private deed stating the parties, type, name, domicile, purpose, capital, contributions, profit and loss sharing, management and term, and must be filed at the Registro Público de Comercio of the registered domicile within 30 days of signing. Companies are regularly constituted with registration, except S.A. and SRL, which must also publish an extract. A commercial company requires two or more persons (art. 1); if the number of partners falls to one, the remaining partner has one year to bring in new partners or dissolve, and meanwhile is liable without limit for new company obligations (art. 156 and art. 159 numeral 8).
Cost to do it: Registration is required for every type; the fee depends on the vehicle and route (see the SAS online fee and the S.A. control tax rules below).
Example: A two partner SRL signed on 1 March must be presented for registration by 31 March and its extract published within 60 days of registration. / Timing rule only; no amount applies.Ley Nº 16.060 (Commercial Companies Law), Art. 1, art. 6, art. 7, art. 8, art. 156 and art. 159, 1989-09-04 official text · verified 2026-10-27

2. The SAS is a commercial company whose capital is represented by shares; shareholders are not liable beyond their contributions, including for labor and tax debts, unless legal personality is set aside under art. 189 to 191 of Ley 16.060. It can be formed by one individual, by one legal entity other than a sociedad anónima, or by several persons, in a public or private document registered at the Registro de Personas Jurídicas, Sección Registro Nacional de Comercio within 30 days. Capital must be fully subscribed at formation, with at least 10 percent paid if in cash (100 percent if in kind) and the rest within 24 months. Bylaws may ban share transfers for up to 10 years (renewable unanimously), shareholder agreements deposited with the company bind it for up to 15 years, the SAS is not required to have a board or internal auditor, and the legal representative manages it by default. An SAS cannot make public offerings of its shares or have the State as a direct or indirect shareholder.
Cost to do it: Online route for an SAS whose shareholders, administrators and representatives are all individuals: UYU 2,530 (US$63) paid to the Dirección General de Registros, subject to legal adjustment, no refunds. Other SAS (for example with a corporate shareholder) are formed through a notary at the registry.
Example: A founder sets capital at UYU 4,021,400 in cash and pays 10 percent, UYU 402,140, at signing; the remaining UYU 3,619,260 must be paid within 24 months. / UYU 4,021,400 is US$100,000; the UYU 402,140 paid at signing is US$10,000 and the online filing fee is about US$63.Ley Nº 19.820 (Entrepreneurship Law), Title II, Art. 8, art. 11, art. 15, art. 19, art. 28, art. 29 and art. 32, 2019-09-18 official text · verified 2026-10-27

3. An SAS whose annual income at the close of a fiscal year exceeds UI 37,500,000 automatically comes under the supervision of the state control body (the AIN) 180 days later, on the same terms as a closed sociedad anónima, but its bylaw changes still do not need AIN approval. An SAS below that threshold must report its paid in capital changes and its Ley 19.484 compliance to the AIN once a year, within 180 calendar days after the fiscal year end. When income exceeds UI 4,000,000 or Uruguayan assets exceed UI 2,500,000, non cash contributions are subject to state control and SENACLAFT may require additional information. For tax purposes, including the tax on profit distributions, an SAS is treated like a partnership type company (sociedad personal), while the sale of its shares is taxed like the sale of shares in an S.A.
Cost to do it: No fee is set for the yearly AIN communication.
Example: UI 37,500,000 is about UYU 250,470,000 at UYU 6.6792 per UI. / About US$6.23 million of yearly income.Ley Nº 19.820, regulated by Decreto Nº 399/019, Ley 19.820 art. 10, art. 34 and art. 42; Decreto 399/019 art. 14 and art. 17, 2019-12-23 official text · verified 2026-10-27

4. In an S.A. the capital is divided into shares and shareholders are liable only for the shares they subscribe; it is open if it raises public savings, lists its shares or issues public bonds, and closed otherwise. Capital must be expressed in Uruguayan pesos (foreign currency only for companies whose main purpose is investing abroad, if regulations allow). When formed by a single act the founders must pay at least 25 percent of the capital and subscribe up to 50 percent; cash is deposited in a bank account in the name of the company in formation. Within 30 days of signing, the contract goes to the state control body, which must rule within 30 days (with a 10 day hearing and 15 more days if it makes observations; silence means tacit approval), then it is registered within 30 days and an extract is published within 60 days. Every S.A. stays subject to AIN control over formation, bylaw amendments, early dissolution, transformation, merger, spin off and any change in capital, and open S.A. also during operation; the AIN can impose fines of up to the equivalent of 10,000 Unidades Reajustables (UR).
Cost to do it: Statutory review terms add up to about 30 days at the AIN plus filing and publication; the S.A. control tax applies on top (next rule). Notary fees are set privately and are not quoted here.
Example: Capital of UYU 4,021,400: at least UYU 1,005,350 (25 percent) paid and UYU 2,010,700 (50 percent) subscribed at signing. / US$100,000 of capital: at least US$25,000 paid and US$50,000 subscribed at signing.Ley Nº 16.060, Art. 244, art. 246 to 248, art. 252, art. 253, art. 255, art. 279 to 281, art. 409 and art. 412, 1989-09-04 official text · verified 2026-10-27

5. Sociedades anónimas pay the Impuesto de Control de las Sociedades Anónimas (ICOSA) at formation, including formation by transformation, merger or spin off, and at the close of every fiscal year whether or not they had activity. The taxable base is UI 578,428 valued at the UI of 31 December of the year before the taxable event; the rate is 1.50 percent at formation and 0.75 percent at each year end. The year end tax can be credited against net wealth tax (Impuesto al Patrimonio) of the same date, without refund of any excess. S.A. whose sole purpose is operating as free zone users and those whose farming assets exceed 50 percent of fiscal assets (year end charge only) are exempt. The SAS and the SRL are not S.A. and are outside ICOSA.
Cost to do it: For an S.A. formed in 2026: UI 578,428 x UYU 6.4234 = UYU 3,715,474 base; formation ICOSA UYU 55,732 (US$1,386); each 2026 year end close UYU 27,866 (US$693).
Example: Formation tax UYU 55,732 plus UYU 27,866 at the first year end, about UYU 83,598 of ICOSA in year one. / About US$2,079 of ICOSA in year one, a cost an SAS or SRL does not bear.Texto Ordenado 2023, Title 16 (source Ley Nº 17.502 art. 12 and Ley Nº 18.172 art. 317); Decreto Nº 256/025, T.O. 2023 Title 16 art. 1 to 5; Decreto 256/025 art. 1 to 7, 2025-11-18 official text · verified 2026-10-27

6. In an SRL the capital is divided into equal quotas that cannot be represented by negotiable certificates and partners are liable only up to their quotas; the number of partners cannot exceed 50 (above that it must become an S.A. within two years or dissolve). Each partner must pay at least 50 percent of its cash contribution at signing and the rest within two years; contributions in kind are paid in full at signing. Partners jointly guarantee to third parties the payment of cash contributions and the value of contributions in kind for two years. After registration an extract is published within 60 days.
Cost to do it: No minimum capital appears in the current text; the formation requirements above are the cost drivers.
Example: A partner committing UYU 402,140 in cash pays at least UYU 201,070 at signing. / US$10,000 committed, at least US$5,000 paid at signing.Ley Nº 16.060, Art. 223, art. 225 to 229, 1989-09-04 official text · verified 2026-10-27

7. Companies duly incorporated abroad are recognized in Uruguay and may carry out isolated acts and litigate. To carry on their business through a branch or other permanent representation they must register at the Registro Público y General de Comercio the company contract, the decision to establish in Uruguay, the domicile, the persons who will manage or represent it and the capital assigned where the law requires, and make the publications required for local companies of the same type; the same applies to each contract change. Branches keep separate accounts in Spanish and are subject to the applicable administrative controls; their managers have the same liabilities as managers of local companies of that type, and a foreign company of a type unknown in Uruguay follows the S.A. rules. A foreign company whose main seat or main purpose is in Uruguay is subject to Uruguayan law even for the validity of its contract.
Cost to do it: No assigned capital minimum is set in art. 193; registry and publication costs apply as for the equivalent local type.
Example: A foreign corporation opening a Montevideo branch files its apostilled bylaws, board resolution and appointed representative, then publishes as an S.A. would. / Process rule; amounts depend on the documents filed.Ley Nº 16.060, Art. 193 to 198, 1989-09-04 official text · verified 2026-10-27

8. A beneficial owner is any individual who directly or indirectly holds at least 15 percent of the capital or voting rights, or otherwise exercises final control, of an entity. Resident entities, and non resident entities with a permanent establishment, effective management in Uruguay or Uruguayan assets above UI 2,500,000, must identify them with supporting documents and file a sworn statement to the register kept by the BCU; issuers of registered shares (S.A., SAS) also report every shareholder and percentage. Changes must be filed within 45 days, or 90 days when they concern non residents. Fines reach up to 100 times the maximum contravention fine of art. 95 of the Tax Code (up to 1,000 times for hiding the owner through inappropriate legal forms), the entity cannot pay dividends, redemptions or liquidation proceeds to unidentified holders, its tax compliance certificate is suspended and it cannot register acts at the national registries. Partnership type companies wholly owned by individuals who are their beneficial owners are exempt from filing.
Cost to do it: Filing has no fee. Maximum 2026 contravention fine is UYU 13,220, so the art. 32 ceiling is UYU 1,322,000 (US$32,874) and the art. 35 ceiling UYU 13,220,000 (US$328,741).
Example: A Uruguayan SAS 100 percent owned by a foreign holding whose founder holds 60 percent must report the founder and the full ownership chain; a later share sale at the holding level must be reported within 90 days because the owners are non residents. / Missing the filing risks a fine of up to about US$32,874 and blocks dividends to the unidentified holder.Ley Nº 19.484 (Fiscal Transparency Law), art. 25, 30 and 31 as worded by Ley Nº 19.924; maximum fine for 2026 fixed by Decreto Nº 344/025, Ley 19.484 art. 22 to 25, art. 29 to 35 and art. 37; Decreto 344/025 art. 1, 2017-01-05 official text · verified 2026-10-27

Feature	SAS	Sociedad anónima (S.A.)	SRL	Branch of a foreign company
Law	Ley 19.820 art. 8 to 44	Ley 16.060 art. 244 to 418	Ley 16.060 art. 223 to 243	Ley 16.060 art. 193 to 198
Minimum owners	1 (individual or legal entity other than an S.A.)	2 founders	2, maximum 50	Foreign parent
Capital paid at formation	10% if cash, 100% in kind; rest within 24 months	25% paid, 50% subscribed	50% of cash contributions; rest within 2 years	Assigned capital only where the law requires
Prior state review of bylaws	No (registry checks the minimums)	Yes, AIN, 30 day term	No	No; registration of foreign documents
Board required	No; a legal representative suffices	Administrator or board elected by shareholders	Per contract	Appointed representative
ICOSA control tax	No	1.5% at formation and 0.75% each year end of UI 578,428	No	No
Ongoing AIN supervision	Only above UI 37.5 million yearly income; yearly capital and Ley 19.484 report otherwise	Control over amendments, capital changes, reorganizations; full control if open	No	Applicable administrative controls
Beneficial owner and shareholder report to BCU	Yes	Yes	Yes, unless wholly owned by individuals who are the owners	Yes, as a non resident with a permanent establishment

Main vehicles for a foreign investor, from the official texts (Ley Nº 19.820, Ley Nº 16.060, T.O. 2023 Title 16, Ley Nº 19.484)

Worked example

Formation cost for a single founder: an SAS formed online by an individual pays UYU 2,530 (US$63) at the registry and no control tax. An S.A. formed in 2026 pays UYU 55,732 (US$1,386) of ICOSA at formation and UYU 27,866 (US$693) at each year end, before notary and publication costs, and needs a second founder.
Capital at signing on UYU 4,021,400 (US$100,000) of capital: SAS at least UYU 402,140 (US$10,000) in cash; S.A. at least UYU 1,005,350 (US$25,000) paid and UYU 2,010,700 (US$50,000) subscribed; SRL at least UYU 2,010,700 (US$50,000) of the cash contributions.
Growth trigger: an SAS that closes a year with income above UI 37.5 million (about UYU 250.5 million or US$6.23 million) falls under AIN supervision like a closed S.A. 180 days later.

Step by step

1. Choose the vehicle: SAS for a single founder or a foreign parent that is not an S.A. and wants flexible bylaws; S.A. where a corporate parent, public offering or a familiar corporate form is needed; SRL for up to 50 partners with simple quotas; branch to operate the foreign company itself.
2. Check and reserve the name at the Dirección General de Registros (the SAS name must end in sociedad por acciones simplificada or S.A.S.).
3. Sign the bylaws or contract: SAS by private document with advanced electronic signature online, or through a notary; S.A. and SRL by public or private deed; branch by registering the apostilled foreign documents.
4. S.A. only: file the contract with the AIN within 30 days of signing; the AIN has 30 days to rule (plus 10 and 15 days if it raises observations), and deposit the cash capital in a bank account of the company in formation.
5. Register at the commercial registry within 30 days (SAS and companies generally) or within 30 days of the AIN approval (S.A.); publish the extract within 60 days for S.A. and SRL.
6. Obtain the RUT at the DGI and the BPS employer number (the online SAS route issues both at the end of the procedure), then register the corporate books.
7. Within 45 days of the RUT, file the beneficial owner and shareholder sworn statement with the BCU, and update it within 45 days (90 days for non residents) after any change.

Common traps

The SAS law lets one legal entity form an SAS only if it is not a sociedad anónima; a foreign parent organised as a corporation should confirm with the registry how its type is treated before choosing an SAS.
The online SAS route at UYU 2,530 is only for companies whose shareholders, administrators and representatives are all individuals (up to 6 shareholders and 3 administrators) and excludes farming; a foreign corporate shareholder needs the notary route.
An S.A. or SRL left with a single partner has one year to add a partner or dissolve, and the remaining partner is personally liable for new obligations in the meantime; transformation into an SAS is the statutory way out.
S.A. capital must be in Uruguayan pesos, and every capital change, merger or bylaw change of an S.A. goes back to the AIN.
Dividends cannot be paid to holders whose beneficial owners were not identified, and a missing BCU filing suspends the tax compliance certificate and blocks registry filings.
An SAS is taxed like a partnership type company, including on profit distributions, so do not assume the S.A. tax treatment of dividends; share sales, however, follow the S.A. rule.

Sources

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