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Sociedad anónima (S.A.) in Uruguay: formation, AIN control, governance and ICOSA

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

The sociedad anónima (Ley Nº 16.060, art. 244 to 418) is the classic Uruguayan corporation and the vehicle needed to list shares, raise public savings or hold a foreign corporate parent that cannot found an SAS. It needs two founders, capital in Uruguayan pesos with 25 percent paid and 50 percent subscribed at signing, and prior legality review of its bylaws by the Auditoría Interna de la Nación (AIN), which charges 20 UR for standard bylaws or 25 UR for custom ones (about US$965 to US$1,207). It also pays the control tax ICOSA, UYU 55,732 (US$1,386) at formation in 2026 and UYU 27,866 (US$693) at every year end, and stays under AIN control for every bylaw, capital or structural change.

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

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.: currency of share capital	UYU Ley Nº 16.060 art. 279, as of 2026-10-27 · in force
S.A.: days after signing to file bylaws with the AIN	30 daysLey Nº 16.060 art. 252, as of 2026-10-27 · in force
S.A.: term for the AIN to rule on the bylaws	30 daysLey Nº 16.060 art. 252, as of 2026-10-27 · in force
S.A.: AIN fee for standard bylaws	20 URDecreto Nº 427/988 art. 2 (Decreto Nº 330/997), as of 2026-10-27 · in force
S.A.: AIN fee for custom bylaws	25 URAIN procedure sheet updated 17 Jun 2025, as of 2026-10-27 · in force
S.A.: days after registration to publish the extract	60 daysLey Nº 16.060 art. 255, 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
S.A.: default term of administrator or directors if bylaws are silent	1 yearsLey Nº 16.060 art. 380, as of 2026-10-27 · in force
S.A.: ordinary meeting deadline after fiscal year end	180 daysLey Nº 16.060 art. 344, as of 2026-10-27 · in force
S.A.: minimum notice for published meeting calls	10 daysLey Nº 16.060 art. 345, as of 2026-10-27 · in force
S.A.: extraordinary meeting quorum at first call	60 %Ley Nº 16.060 art. 355, as of 2026-10-27 · in force
S.A.: paid in capital share that can demand a meeting	20 %Ley Nº 16.060 art. 344, as of 2026-10-27 · in force
Legal reserve: minimum share of yearly net profit	5 %Ley Nº 16.060 art. 93, as of 2026-10-27 · in force
Legal reserve: target as share of capital	20 %Ley Nº 16.060 art. 93, as of 2026-10-27 · in force
S.A.: days to pay declared dividends	90 daysLey Nº 16.060 art. 99, as of 2026-10-27 · in force
AIN maximum fine on companies and officers	10000 URLey Nº 16.060 art. 412, 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 Reajustable value, September 2026	1940.77 UYUDecreto Nº 229/026, as of 2026-10-27 · in force

The rule

1. In an S.A. the capital is divided into shares and shareholders are liable only for the shares they subscribe. It must operate under a name stating the company type, or administrators and signatories become personally liable. The S.A. is open if it raises public savings for its capital, lists its shares or issues bonds publicly, and closed otherwise. Shares may be bearer, registered (endorsable or not) or book entry; transfer is free, but bylaws may limit transfers of registered or book entry shares without banning them, and transfers take effect toward the company and third parties when entered in the share register.
Cost to do it: No minimum capital appears in the current text.
Example: A right of first refusal in the bylaws is valid; an outright ban on any transfer of registered shares is not. / Rule on form; no cost.Ley Nº 16.060 (Commercial Companies Law), art. 304 as worded by Ley Nº 18.627, Art. 244 to 248, art. 304 and art. 305, 1989-09-04 official text · verified 2026-10-27

2. When formed by a single act, the deed must state the share classes and terms, the term (which may exceed 30 years) and the management, meetings and internal control regime, and every signatory is a founder. 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; contributions in kind are valued at market, by official certificates or by experts. Capital must be expressed in Uruguayan pesos, except that regulations may allow foreign currency when the main purpose is investing in assets abroad.
Cost to do it: Capital paid at signing is the main cash requirement; banks may set their own account opening requirements.
Example: Capital of UYU 4,021,400: at least UYU 1,005,350 paid into the capital account and UYU 2,010,700 subscribed at signing. / Capital of US$100,000: US$25,000 paid and US$50,000 subscribed at signing.Ley Nº 16.060, art. 279 as worded by Ley Nº 18.083, Art. 251, art. 279 to 282, 1989-09-04 official text · verified 2026-10-27

3. Within 30 days of signing, the bylaws go to the AIN as state control body, which checks legality and the capital subscribed and paid and must rule within 30 days; if it raises observations the founders have 10 days to answer and the AIN 15 more days to decide. If it does not rule in time the bylaws are deemed approved, and the AIN must issue a certificate of tacit approval within 5 days. The approved bylaws are registered at the commercial registry within 30 days of the approval certificate and an extract (name, capital, purpose, term, domicile, registration data) is published within 60 days of registration.
Cost to do it: AIN approval fee: 20 UR for standard bylaws from the AIN models (Decreto 427/988 art. 2, category 8, as worded by Decreto 330/997), about UYU 38,815 (US$965); 25 UR for custom bylaws per the AIN procedure sheet, about UYU 48,519 (US$1,207); 22 UR when a standard filing must change the name for a conflict. Late filing beyond 30 days is sanctioned.
Example: Bylaws signed on 2 November 2026: file at the AIN by 2 December; AIN has until early January 2027 (longer if it raises observations); registration within 30 days of approval and publication within 60 days of registration. / Statutory path of roughly 30 days at the AIN plus registration and publication; AIN fee about US$965 to US$1,207.Ley Nº 16.060, Art. 252, art. 253 and art. 255, 1989-09-04 official text · verified 2026-10-27

4. The S.A. pays the Impuesto de Control de las Sociedades Anónimas (ICOSA) at formation, including formation by transformation, merger or spin off and foreign companies that adopt the Uruguayan S.A. type, and at every fiscal year close whether or not it had activity. The base is UI 578,428 valued at the UI of 31 December of the previous year; the rate is 1.50 percent at formation and 0.75 percent at each year end. The S.A. is a taxpayer even while in formation. The year end ICOSA may be credited against net wealth tax (Impuesto al Patrimonio) of the same date with no refund of any excess. Exempt: S.A. that only manage pension savings funds, S.A. whose sole purpose is operating as free zone users, certain sports S.A., and, for the year end charge, S.A. whose farming assets exceed 50 percent of fiscal assets.
Cost to do it: Events in 2026 use the UI of 31 December 2025, UYU 6.4234 (BCU): base UYU 3,715,474; ICOSA at formation UYU 55,732 (US$1,386); each 2026 year end UYU 27,866 (US$693).
Example: Year one for an S.A. formed and closing its year in 2026: UYU 55,732 plus UYU 27,866, total UYU 83,598. / About US$2,079 of ICOSA in year one, then about US$693 a year (adjusted with the UI).Texto Ordenado 2023, Title 16 (Ley Nº 17.502 art. 12, 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

5. The S.A. is managed by a single administrator or a board, which is mandatory in open S.A.; administrators or directors are elected by the shareholders' meeting and may be individuals or legal entities, shareholders or not. If the bylaws are silent they serve one year and stay until replaced, and can be reelected. The board meets as its bylaws or members decide and whenever a director asks (within 5 days), sits with an absolute majority of members, decides by simple majority of those present with a casting vote for the chair, and in open S.A. meets at least monthly. Internal control by one or more síndicos or a fiscal committee is mandatory in open S.A. and optional in closed ones, but holders of 20 percent of paid in capital can require it.
Cost to do it: No legal minimum board size; a closed S.A. can run with a single administrator.
Example: A closed S.A. owned by a foreign group can appoint the parent itself (a legal entity) as sole administrator, acting through an individual representative. / No direct cost.Ley Nº 16.060, art. 386 as worded by Ley Nº 19.924, Art. 375, art. 377, art. 378, art. 380, art. 386 and art. 397, 2020-12-18 official text · verified 2026-10-27

6. The ordinary shareholders' meeting is held within 180 days of the fiscal year close; holders of 20 percent of paid in capital can demand a meeting, which must be held within 40 days. Notice is published at least 3 days in the Diario Oficial and another newspaper, 10 to 30 days ahead; closed S.A. may instead summon shareholders personally at their registered address, and no notice is needed when 100 percent of paid in capital attends. Quorum is half plus one of voting shares for the ordinary meeting at first call (any number at second call) and 60 percent at first call and 40 percent at second call for extraordinary meetings, unless the bylaws set otherwise; resolutions pass by absolute majority of votes present, and blank votes or abstentions count against.
Cost to do it: Newspaper publication costs for open S.A. or where personal summons is not used; not quoted here.
Example: A closed S.A. with a fiscal year ending 31 December 2026 must hold its ordinary meeting by 29 June 2027 and may summon shareholders by courier to their registered addresses. / Publication cost avoided by personal summons in a closed S.A.Ley Nº 16.060, art. 348 as worded by Ley Nº 19.924, Art. 344, art. 345, art. 347, art. 348 and art. 354 to 356, 2020-12-18 official text · verified 2026-10-27

7. At least 5 percent of yearly net profit goes to a legal reserve until it reaches 20 percent of capital, and no profit can be distributed while the reserve is depleted or prior losses are uncovered. Distributions require net profit from regularly prepared and approved financial statements; profits distributed in breach are recoverable, except dividends received in good faith by S.A. shareholders. Declared dividends must be paid within 90 days of the resolution.
Cost to do it: No fee; cash locked in the reserve until it reaches 20 percent of capital.
Example: Net profit UYU 4,021,400 on capital of UYU 10,000,000: at least UYU 201,070 to the legal reserve; the rest may be declared and must be paid within 90 days. / US$100,000 of profit: at least US$5,000 to the reserve.Ley Nº 16.060, art. 98 as worded by Ley Nº 19.924, Art. 93, art. 98 and art. 99, 2020-12-18 official text · verified 2026-10-27

8. Every S.A. remains subject to AIN control over formation and amendment of its bylaws, early dissolution, transformation, merger, spin off and any change in capital; open S.A. are also controlled during operation and liquidation and must file their approved annual financial statements for AIN visa within 30 days of the approving meeting. Holders of 10 percent of paid in capital can request special AIN review. The AIN can ask a court to suspend unlawful resolutions, intervene management or order dissolution, and can impose warnings with publication and fines of up to 10,000 UR; it will not process further filings while final fines are unpaid.
Cost to do it: Bylaw amendments and capital increases carry AIN fees under Decreto 427/988 art. 2. Maximum fine 10,000 UR, about UYU 19,407,700 (US$482,611).
Example: A capital increase by a closed S.A. must be filed with the AIN before the new capital is effective for its records. / Fine ceiling about US$482,611.Ley Nº 16.060, art. 412 as worded by Ley Nº 19.355, Art. 409 to 413 and art. 416, 2015-12-19 official text · verified 2026-10-27

Step	Legal term	Article
File signed bylaws with the AIN	30 days from signing	Art. 252
AIN ruling	30 days from filing (10 day hearing plus 15 days if observations)	Art. 252
Certificate of tacit approval	5 days from deemed approval	Art. 253
Registration at the commercial registry	30 days from the approval certificate	Art. 253
Publication of extract	60 days from registration	Art. 255
Beneficial owner and shareholder filing with the BCU	45 days from formalization (90 if non residents involved)	Decreto 166/017 art. 25

S.A. formation timeline from the statute (Ley Nº 16.060)

Worked example

Formation cost in 2026 before notary and publication: AIN 20 UR (about UYU 38,815 or US$965) with standard bylaws, plus ICOSA UYU 55,732 (US$1,386), about UYU 94,547 or US$2,351; with custom bylaws about UYU 104,251 or US$2,592.
Running cost: ICOSA of UYU 27,866 (US$693) at each 2026 year end, creditable against net wealth tax of the same date.

Step by step

1. Confirm the S.A. is needed (listing, public bonds, a corporate founder that cannot found an SAS, or investor preference) and find a second founder.
2. Choose AIN standard bylaws (20 UR, faster review) or custom bylaws (25 UR).
3. Sign the bylaws before a notary; pay 25 percent of capital into a bank capital account and subscribe 50 percent.
4. Register the S.A. in formation with the DGI and BPS (professional stamp UYU 270 in 2026) within 30 calendar days of the deed.
5. File with the AIN within 30 days of signing; answer any observations within 10 days.
6. Register at the commercial registry within 30 days of approval and publish the extract within 60 days.
7. File the BCU beneficial owner and shareholder statement, register the books (share register, attendance, minutes), and pay ICOSA.

Common traps

Capital must be in Uruguayan pesos; a parent planning to capitalize in dollars converts at contribution.
Every capital change, merger, transformation or bylaw change goes back to the AIN with its own fee, so build that time into financing rounds.
ICOSA is due at each year end even with no activity; dormant S.A. still pay.
An S.A. reduced to a single shareholder must add a partner or dissolve within one year, and the remaining holder is liable without limit for new obligations meanwhile.
Blank votes and abstentions count as votes against at shareholders' and board meetings.
Bearer share holders must identify themselves to the company for the BCU register (Ley 18.930), and dividends cannot be paid to unidentified holders.

Sources

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