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SAS in Uruguay: sociedad por acciones simplificada

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

The SAS (Ley Nº 19.820, Title II) is the fastest Uruguayan company: one individual or one legal entity other than a sociedad anónima can form it by private document, with no minimum capital, no mandatory board or auditor and no prior review of its bylaws by the Auditoría Interna de la Nación (AIN). When all shareholders, administrators and representatives are individuals it can be registered fully online for UYU 2,530 (about US$63), with the registry legally bound to rule within 24 hours and the RUT tax number and BPS employer number issued at the end. It is taxed like a partnership type company, including on profit distributions, and falls under AIN supervision only once yearly income passes UI 37.5 million.

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

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: deadline to file the formation document at the registry	30 daysLey Nº 19.820 art. 11, as of 2026-10-27 · in force
SAS digital route: registry qualification term	24 hoursLey Nº 19.820 art. 11, as of 2026-10-27 · in force
SAS: online formation fee (individual participants only)	2530 UYUDGR procedure sheet updated 11 Feb 2026, as of 2026-10-27 · in force
Name reservation fee at the Registro de Personas Jurídicas	1265 UYUDGR procedure sheet updated 11 Feb 2026, 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: default notice for shareholders' meetings	10 business daysLey Nº 19.820 art. 25, 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: maximum term of deposited shareholder agreements	15 yearsLey Nº 19.820 art. 28, 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: yearly income above which AIN supervision applies	37500000 UILey Nº 19.820 art. 10, as of 2026-10-27 · in force
SAS below the threshold: days after year end to report capital changes and Ley 19.484 compliance to the AIN	180 daysDecreto Nº 399/019 art. 14, 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. 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 of the company, unless legal personality is set aside under art. 189 to 191 of Ley 16.060. A company cannot take the SAS form if it makes public offerings of its shares, if the State or any public body is a direct or indirect shareholder, if a law requires another type for its activity, or if it is a sociedad anónima formed before the law that later transforms. An SAS that wants to issue negotiable bonds must meet the rules for open S.A. Anything the SAS law does not cover is governed first by the bylaws and then by the S.A. rules.
Cost to do it: No minimum capital and no AIN fee at formation.
Example: A software startup owned by two founders and a foreign venture fund can use an SAS; a company that plans to list shares on the stock exchange cannot. / No cost; eligibility rule.Ley Nº 19.820 (Entrepreneurship Law), Title II, Art. 8 and art. 9, 2019-09-18 official text · verified 2026-10-27

2. An SAS can be formed by one individual, by one legal entity other than a sociedad anónima, or by several individuals or legal entities, in a public or private document registered at the Registro de Personas Jurídicas, Sección Registro Nacional de Comercio within 30 days of signing; it is regularly constituted on registration. For the digital route, the bylaws are signed with advanced electronic signature with no notarial certification or protocolization and the registry must qualify the filing within 24 hours from the next business day. Until registration, a sole founder is personally and jointly liable with the company for everything it contracts.
Cost to do it: Online route (all participants individuals, up to 6 shareholders and 3 administrators, no farming activity): UYU 2,530 (US$63), non refundable, per the Dirección General de Registros procedure sheet updated 11 February 2026. Other SAS go through a notary at the registry; notary fees are set privately and are not quoted here.
Example: Bylaws signed online on Monday 2 November 2026 must be filed by 2 December 2026; on the digital route the registry's 24 hour qualification window starts on the next business day. / Registry fee about US$63 on the online route.Ley Nº 19.820, as amended by Ley Nº 19.924, Art. 11 and art. 13, 2019-09-18 official text · verified 2026-10-27

3. The bylaws must at least state the founders' identification (Uruguayan RUT or the foreign tax number for legal entities formed abroad), a name not identical to an existing company followed by sociedad por acciones simplificada or S.A.S., the domicile, the term (no 30 year limit), the purpose (or any lawful activity, which is the default if nothing is said), subscribed and paid in capital in Uruguayan pesos with class, number and par value of shares, and the management regime with at least one legal representative. An SAS may own rural land or farms if it meets the Ley 18.092 rules that apply to every company type.
Cost to do it: Name reservation at the registry, if used: UYU 1,265 (US$31), valid 30 business days (DGR procedure sheet updated 11 February 2026).
Example: A foreign parent is identified in the bylaws by its home country tax number; it then needs a Uruguayan RUT as a related legal entity when the SAS registers with the DGI. / About US$31 to reserve the name first.Ley Nº 19.820, Art. 12, 2019-09-18 official text · verified 2026-10-27

4. Capital must be fully subscribed at formation; at least 10 percent must be paid at signing if in cash, or 100 percent if in kind, and the balance within at most 24 months. Bylaws may set minimum or maximum holdings per shareholder and different issue premiums within one issue. Shares are registered (endorsable or not) or book entry, of equal par value, and classes may carry single, multiple or no votes, except that non voting shares vote on matters that give a withdrawal right. Irrevocable contributions toward future capital keep that character for 24 months from acceptance by management. Capital increases after formation do not need the 10 percent minimum and the mandatory capital reduction rule of art. 290 of Ley 16.060 does not apply; the registry controls the capital minimums.
Cost to do it: No minimum capital; only the 10 percent cash payment at signing is required.
Example: Capital of UYU 1,000,000 in cash: UYU 100,000 paid at signing, UYU 900,000 within 24 months. / About US$24,867 of capital: US$2,487 paid at signing, the rest within 24 months.Ley Nº 19.820; Decreto Nº 399/019, Ley 19.820 art. 15 to 18; Decreto 399/019 art. 12 and art. 13, 2019-12-23 official text · verified 2026-10-27

5. Bylaws may restrict share transfers or ban them for up to 10 years from issue, extendable by unanimous decision for further periods of up to 10 years each, and may require prior approval of the shareholders' meeting or management; a transfer in breach is not enforceable against the company. Shareholder agreements on sale, purchase, preference, transfer limits or voting bind the company once deposited at its management office, for up to 15 years, and the meeting chair must disregard votes cast against a deposited agreement. Clauses on transfer restrictions, withdrawal or exclusion of shareholders and arbitration can only be changed with 100 percent of paid in capital; other bylaw amendments need a majority of paid in voting capital and bind third parties once a copy of the minutes is registered.
Cost to do it: Registering a bylaw amendment at the registry carries the registry fee for the filing; no AIN fee applies to SAS amendments.
Example: A founder and an investor lock all shares for 5 years and deposit a voting agreement; the investor's veto on a sale holds until 2031 and can be extended only unanimously. / Contract terms; no direct cost.Ley Nº 19.820, art. 35 as worded by Ley Nº 19.924, Art. 19, art. 20, art. 28, art. 35 and art. 44, 2020-12-18 official text · verified 2026-10-27

6. The SAS is not required to have a board, a single administrator or an internal control body; unless the bylaws say otherwise, the legal representative holds all management and representation powers and is chosen by the meeting or the sole shareholder, and any appointment outside the bylaws, or its termination, must be registered. Meetings can be held anywhere or by videoconference, minutes are entered in the books within 30 days, and written consent resolutions are valid if the bylaws allow them. Unless the bylaws provide otherwise, a meeting is called by the legal representative with at least 10 business days of notice to each shareholder's physical or electronic address, needs half plus one of voting shares as quorum, and decides by majority of votes present. Administrators and the legal representative answer personally to the company for wilful or grossly negligent breaches of law, bylaws or fiduciary duties, and de facto managers carry the same liability.
Cost to do it: No cost to keep a single legal representative; the company must register its corporate books after formation (DGR procedure sheet).
Example: A one shareholder SAS run by a foreign parent can appoint a single legal representative and adopt resolutions in a signed minute entered in the minute book. / No direct cost.Ley Nº 19.820, Art. 21 to 27 and art. 29 to 32, 2019-09-18 official text · verified 2026-10-27

7. For all tax purposes, including the tax on profit distributions, the SAS is treated like a partnership type company (sociedad personal), while a sale of SAS shares is taxed like a sale of shares in an S.A. Administrators and legal representatives who are not a board pay social security contributions under the general regime of art. 172 of Ley 16.713; an unpaid board must pay the employer contribution for at least one member on a base of at least 15 times the Base Ficta de Contribución. Being an SAS, not an S.A., the company is outside the S.A. control tax ICOSA.
Cost to do it: Saves the ICOSA that an S.A. formed in 2026 pays: UYU 55,732 (US$1,386) at formation and UYU 27,866 (US$693) each year end.
Example: An SAS formed in 2026 pays no ICOSA; an S.A. pays about UYU 83,598 in its first year. / About US$2,079 of S.A. control tax avoided in year one.Ley Nº 19.820, art. 43 as worded by Ley Nº 19.924; T.O. 2023 Title 16, Ley 19.820 art. 42 and art. 43; T.O. 2023 Title 16 art. 1, 2020-12-18 official text · verified 2026-10-27

8. An SAS whose income at a fiscal year close exceeds UI 37,500,000 comes under AIN supervision 180 days later on the same terms as a closed S.A., without AIN review of bylaw changes, and must then report to the AIN capital contributions, capital reductions, redemptions, capital returns and withdrawal events. Below that threshold the SAS reports to the AIN once a year, within 180 calendar days of the year end, its paid in capital changes and its compliance with the beneficial owner law. Where income exceeds UI 4,000,000 or Uruguayan assets exceed UI 2,500,000, non cash contributions come under state control and SENACLAFT may require more information. The SAS keeps accounts under the standards for commercial companies and registers them at the AIN when the general thresholds apply.
Cost to do it: No fee is set for the yearly AIN communication.
Example: UI 37,500,000 is about UYU 250,470,000; UI 4,000,000 about UYU 26,716,800; UI 2,500,000 about UYU 16,698,000. / About US$6.23 million, US$664,366 and US$415,229 respectively.Ley Nº 19.820; Decreto Nº 399/019, Ley 19.820 art. 10, art. 33 and art. 34; Decreto 399/019 art. 14 to 17, 2019-12-23 official text · verified 2026-10-27

9. Any commercial company other than an S.A. may transform into an SAS by the majority its law or contract requires for amendments, and an SAS may transform into any Ley 16.060 type by a majority of paid in voting capital. A company left with a single partner avoids dissolution by transforming into an SAS. A sole trader (empresa unipersonal) may transfer its whole business to an SAS that it wholly owns, which succeeds to its rights and obligations; the SAS stays jointly liable for the owner's prior tax debts until prescription. The SAS dissolves on the general causes of art. 159 of Ley 16.060 except the reduction to one partner.
Cost to do it: Changes of owner in public records after a conversion cannot carry a fee (Decreto 399/019 art. 11).
Example: An SRL whose second partner leaves can transform into an SAS instead of dissolving within one year. / No fee for the public record changes.Ley Nº 19.820; Decreto Nº 399/019, Ley 19.820 art. 36 to 40, art. 46 and art. 47; Decreto 399/019 art. 7 to 11, 2019-09-18 official text · verified 2026-10-27

Matter	Default rule	Article
Purpose	Any lawful activity	Art. 12 E
Management	Legal representative holds all powers	Art. 29
Who appoints the representative	Shareholders' meeting or sole shareholder	Art. 29
Meeting notice	10 business days, to each shareholder's registered address	Art. 25
Quorum	Half plus one of voting shares	Art. 27
Ordinary resolutions	Majority of votes present	Art. 27
Bylaw amendments	Majority of paid in voting capital	Art. 35
Transfer restriction, exit and arbitration clauses	Unanimity of paid in capital to change	Art. 35
Voting rights	One vote per share	Art. 17
Internal auditor	Not required	Art. 32

SAS defaults when the bylaws are silent (Ley Nº 19.820)

Worked example

Single founder, online: UYU 2,530 (US$63) registry fee, plus UYU 1,265 (US$31) if the name is reserved first; capital of UYU 1,000,000 (about US$24,867) with UYU 100,000 (US$2,487) paid at signing.
Compared with an S.A. formed in 2026: the SAS pays no ICOSA (UYU 55,732 or US$1,386 at formation plus UYU 27,866 or US$693 per year end) and no AIN bylaw approval fee (20 or 25 UR, about UYU 38,815 to 48,519 or US$965 to US$1,207).

Step by step

1. Check eligibility: no public offering, no state shareholder, and if the only founder is a legal entity it must not be a sociedad anónima.
2. Reserve the name if wanted (UYU 1,265, valid 30 business days).
3. Choose the route: online for individuals only (up to 6 shareholders, 3 administrators, no farming) or through a notary for any other case, including a foreign corporate shareholder.
4. Sign the bylaws (advanced electronic signature online) and file within 30 days; pay at least 10 percent of cash capital.
5. Registry qualification within 24 hours on the digital route; the online route returns the registration certificate, RUT and BPS numbers.
6. Register the corporate books with the Registro de Personas Jurídicas.
7. File the beneficial owner and shareholder sworn statement with the BCU within 45 days (90 if any holder or chain member is non resident).
8. Each year, within 180 days of the year end, report capital changes and Ley 19.484 compliance to the AIN.

Common traps

The online UYU 2,530 route excludes legal entity shareholders, more than 6 shareholders or 3 administrators, and farming; a foreign parent always needs the notary route.
A sole founder is personally liable for everything the SAS contracts before registration, so do not sign leases or hire before registration.
If the registry raises observations on the online route there are 150 calendar days to fix them; after that the filing lapses and the fee is paid again.
An S.A. formed before the SAS law that transforms into another type cannot later become an SAS.
SAS taxation follows partnership type companies, including on distributions; model the dividend tax with that in mind rather than assuming S.A. treatment.
Crossing UI 37.5 million of yearly income triggers AIN supervision automatically 180 days later.

Sources

← Choosing an entity in Uruguay: SAS, sociedad anónima, SRL or branchSociedad anónima (S.A.) in Uruguay: formation, AIN control, governance and ICOSA →