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Sociedad de responsabilidad limitada (SRL) in Uruguay

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

The SRL (Ley Nº 16.060, art. 223 to 243) is a closely held company with 2 to 50 partners whose capital is split into equal quotas that cannot be represented by negotiable certificates, and partners are liable only up to their quotas. Each partner pays at least 50 percent of its cash contribution at signing and the rest within two years; there is no AIN review of the contract and no ICOSA control tax, but an extract must be published within 60 days of registration. Quota transfers to outsiders need the consent of 75 percent of capital, or unanimity with five or fewer partners, which suits joint ventures and family businesses more than venture backed growth.

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

SRL: minimum number of partners	2 partnersLey Nº 16.060 art. 1, 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 capital set by law	None Ley Nº 16.060 art. 223 to 229, 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
SRL: maximum term to pay the rest of cash contributions	2 yearsLey Nº 16.060 art. 228, as of 2026-10-27 · in force
SRL: partners' joint guarantee of contributions to third parties	2 yearsLey Nº 16.060 art. 229, as of 2026-10-27 · in force
SRL: consent for quota transfers to third parties (more than 5 partners)	75 %Ley Nº 16.060 art. 232, as of 2026-10-27 · in force
SRL: days for partners to object to a quota transfer	15 daysLey Nº 16.060 art. 232, as of 2026-10-27 · in force
SRL: days after registration to publish the extract	60 daysLey Nº 16.060 art. 227, as of 2026-10-27 · in force
SRL: partners from which a síndico or fiscal committee is mandatory	20 partnersLey Nº 16.060 art. 238, as of 2026-10-27 · in force
SRL: creditor opposition period for a voluntary capital reduction	30 daysLey Nº 16.060 art. 242, 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
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. In the SRL the capital is divided into equal, cumulative and indivisible quotas that cannot be represented by negotiable certificates, and each partner's liability is limited to paying in its quotas. The number of partners cannot exceed 50; if it does, the SRL must become an S.A. within two years or dissolve, unless the number falls back to 50 or fewer. The name may include partners' names and must state the company type, or the partners, administrators or signatories who knew of the omission are jointly liable. Like every commercial company it needs two or more partners.
Cost to do it: No minimum capital appears in the current text.
Example: An SRL with 52 partners after an estate split has two years to return to 50 or transform into an S.A. / Rule on form; no cost.Ley Nº 16.060 (Commercial Companies Law), Art. 1, art. 223 and art. 225, 1989-09-04 official text · verified 2026-10-27

2. The contract, by public or private deed, must state besides the general requirements the number and amount of quotas of each partner, the value assigned to contributions in kind with the basis for it, and the management, representation and, where applicable, internal audit regime. It is filed at the commercial registry within 30 days of signing and an extract (name, partners, capital and quotas, purpose, term, domicile and registration data) is published within 60 days of registration; the SRL is regularly constituted only once the publication is made.
Cost to do it: Registry fee and newspaper publication; notary fees are set privately. Name reservation, if used, UYU 1,265 (US$31). No AIN approval fee and no ICOSA.
Example: Contract signed on 2 November 2026: file by 2 December 2026, then publish the extract within 60 days of registration. / Saves the AIN fee (about US$965 to US$1,207) and the 2026 ICOSA (about US$1,386 at formation) that an S.A. pays.Ley Nº 16.060, Art. 6 to 8, art. 226 and art. 227, 1989-09-04 official text · verified 2026-10-27

3. Each partner must pay at least 50 percent of its cash contribution when signing and the rest within at most two years; contributions in kind are paid in full at signing. Partners jointly guarantee to third parties the payment of cash contributions and the existence and value of contributions in kind for two years from each contribution, and acquirers of quotas are jointly liable with the seller for unpaid contributions until that guarantee expires; a contrary agreement does not bind third parties. The contract may authorize supplementary quotas callable by partners holding more than half of the capital, in proportion to holdings.
Cost to do it: Cash requirement at signing is half of each partner's cash commitment.
Example: Two partners commit UYU 1,000,000 each in cash: each pays at least UYU 500,000 at signing and the balance within two years. / About US$24,867 committed per partner, at least US$12,434 paid at signing.Ley Nº 16.060, Art. 228 to 230, 1989-09-04 official text · verified 2026-10-27

4. Quota transfers between partners are free unless the contract limits them or the transfer changes the majority regime. Transfers to third parties need partners holding 75 percent of capital when there are more than five partners, and unanimity with five or fewer, not counting the seller. Partners have 15 days to object after notice (silence is consent); if they object the seller may ask the court to authorize the sale, after which partners have a 10 day right of first purchase pro rata, and if unused the SRL may buy the quotas with profits or reduce capital within 10 more days. A partner exercising preference may challenge the price through a court appraisal.
Cost to do it: Court proceedings if a transfer is opposed; costs are case specific.
Example: In a three partner SRL, a sale of quotas to an outside investor needs both other partners' consent. / Rule on transfers; no fixed cost.Ley Nº 16.060, Art. 231 to 233, 1989-09-04 official text · verified 2026-10-27

5. Management and representation belong to one or more persons, partners or not, appointed in the contract or later, with the powers of administrators of a general partnership; collective management follows the S.A. board rules. Removal cannot be limited except where the appointment was an express condition of formation, and even then removal for just cause is possible. A síndico or fiscal committee is optional but mandatory with 20 or more partners. With fewer than 20 partners, and absent contract rules, partners decide as in a general partnership; with 20 or more they meet in assembly under S.A. rules, summoned by reliable notice to each partner's last address.
Cost to do it: No mandatory board or auditor below 20 partners.
Example: A two partner SRL can name one partner and one outside manager as administrators acting jointly. / No direct cost.Ley Nº 16.060, Art. 237 to 239, 1989-09-04 official text · verified 2026-10-27

6. Changes of purpose, extension, moving the domicile abroad, transformation, merger, spin off, early dissolution and any change that increases partners' obligations require unanimity (S.A. majorities with 20 or more partners), and dissenting or absent partners may withdraw. Other contract amendments need unanimity with five or fewer partners and a majority of capital with six to 19, and other decisions, including appointing administrators, pass by majority of capital; the contract may provide otherwise. Each quota carries one vote. A capital reduction not caused by losses is published in the Diario Oficial and another newspaper for 10 days and creditors may object for 30 days from the first publication.
Cost to do it: Publication costs for a voluntary capital reduction.
Example: A four partner SRL wanting to change its purpose needs all four partners; appointing a new manager needs a majority of capital. / Governance rule; publication costs only for capital reductions.Ley Nº 16.060, Art. 240 to 242, 1989-09-04 official text · verified 2026-10-27

7. The SRL sets aside at least 5 percent of yearly net profit as legal reserve until it reaches 20 percent of capital and distributes only net profit from approved financial statements, payable within 90 days of the resolution; profits distributed in breach are recoverable except by partners of SRL with 20 or more partners who received them in good faith. Every SRL must report its beneficial owners and partners to the BCU register unless all quotas belong to individuals who are themselves the beneficial owners.
Cost to do it: No filing fee at the BCU.
Example: An SRL owned 50/50 by a Uruguayan individual and a foreign company must file with the BCU; an SRL owned only by two resident individuals who are its beneficial owners need not. / Avoids beneficial owner fines of up to about US$32,874 per breach.Ley Nº 16.060, art. 98 as worded by Ley Nº 19.924; Ley Nº 19.484, art. 31 as worded by Ley Nº 19.924, Ley 16.060 art. 93, art. 98 and art. 99; Ley 19.484 art. 31, 2020-12-18 official text · verified 2026-10-27

Decision	5 or fewer partners	6 to 19 partners	20 or more partners
Change of purpose, extension, transformation, merger, spin off, early dissolution, domicile abroad	Unanimity	Unanimity	S.A. regime
Other contract amendments	Unanimity	Majority of capital	S.A. regime
Other decisions, including appointing administrators	Majority of capital	Majority of capital	S.A. regime
Quota transfer to a third party (art. 232)	Unanimity	75% of capital (from 6 partners)	75% of capital

SRL decision majorities by number of partners (Ley Nº 16.060 art. 240, contract may provide otherwise)

Worked example

Two partners each committing UYU 1,000,000 (about US$24,867) in cash pay at least UYU 500,000 (US$12,434) each at signing and the rest within two years.
Formation cost comparison with an S.A. in 2026: the SRL avoids the AIN bylaw fee (20 to 25 UR, about US$965 to US$1,207) and ICOSA (UYU 55,732 or US$1,386 at formation and UYU 27,866 or US$693 each year end), but must publish an extract.

Step by step

1. Agree partners (2 to 50), quotas, contributions and management in the contract; optionally reserve the name (UYU 1,265).
2. Sign by public or private deed; pay at least 50 percent of each cash contribution and all in kind contributions.
3. File at the commercial registry within 30 days of signing.
4. Publish the extract within 60 days of registration; the SRL is regular only after publication.
5. Register with the DGI and BPS to obtain the RUT, and register the books.
6. File the beneficial owner and partner statement with the BCU within 45 days (90 if non residents are involved), unless all partners are individuals who are the beneficial owners.

Common traps

Quotas cannot be represented by negotiable certificates, so investors cannot hold transferable shares; an SAS or S.A. suits equity rounds better.
With five or fewer partners any one partner can block a quota sale to an outsider, and with 20 or more the S.A. rules take over.
Partners stay jointly liable to third parties for unpaid or overvalued contributions for two years, and a buyer of quotas inherits that exposure.
If the SRL falls to a single partner, it has one year to add a partner or dissolve and the remaining partner is liable without limit meanwhile; transforming into an SAS is the statutory way out.
An SRL with any corporate partner must file with the BCU beneficial owner register; the exemption is only for SRL wholly owned by individuals who are the owners.

Sources

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