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Selling the business instead of the shares: asset deals, clearance certificates and successor liability

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

A Uruguayan company can exit by selling its establishment as a going concern, which requires a public deed, a 20 day newspaper notice and DGI and BPS special certificates requested within 15 days of handing over possession. The seller pays IRAE at 25 percent on the gain and the buyer keeps the seller's fiscal values, with any excess recorded as goodwill. Buyers are jointly liable for the seller's taxes up to the value received for a year after the DGI learns of the deal, and without the certificates that liability becomes automatic and extends to the seller's directors.

USD figures use UYU 40.214 per US dollar, the BCU quotation for DLS. USA BILLETE on 26 October 2026. UI amounts use UYU 6.6792 per UI, the BCU quotation for 27 October 2026. Both were retrieved from the BCU quotations service on the verification date; conversions are for orientation only.

Key facts

Days after taking possession to request the certificates for the final deed	15 daysDL 14.433 art. 2, as of 2026-10-27 · in force
Days for offices to issue the certificates	180 daysDL 14.433 art. 2, as of 2026-10-27 · in force
Fine on a seller who does not request the certificates in time	20 % of priceDL 14.433 art. 2, as of 2026-10-27 · in force
Period of the buyer's joint tax liability after the tax office learns of the transfer	1 yearsCódigo Tributario art. 22, as of 2026-10-27 · in force
Validity of BPS certificates	180 daysLey 16.170 art. 665, as of 2026-10-27 · in force
Newspaper notice before selling an establishment	20 daysLey 2.904 (IMPO summary), as of 2026-10-27 · in force
DGI Certificado Único Especial professional stamp, 2026	270 UYUDGI procedure sheet, as of 2026-10-27 · in force

The rule

1. A sale of a commercial establishment as a going concern (activo y pasivo, or the business on its own) must always be made by public deed. A promise to sell, once registered in the Registro Público de Comercio, gives the buyer a real right against any later sale, lien or attachment, and an action to demand transfer once the price is paid. Clauses waiving these protections, banning assignment of the promise without the seller's consent or making default automatic are void; default arises only 30 days after a judicial or notarial demand.
Cost to do it: Notarial fees for the public deed and registration; no amount is fixed in the decree law.
Example: A promise to buy a distribution business for UYU 80,428,000 should be registered at once to protect the buyer against later attachments. / A US$2,000,000 business purchase follows the same registration logic.Decreto Ley Nº 14.433 (sale of commercial establishments), Art. 1, art. 5 and art. 6, 1975-09-30 official text · verified 2026-10-27

2. Within 15 days after the buyer takes possession (recorded in a notarial act) the certificates required for the final deed must be requested; the offices must issue them within 180 days. A seller who fails to request them is fined 20 percent of the agreed price and may be forced to sign, and the buyer or the notary may request them instead. If the tax liability is not settled within 150 days the office makes a provisional assessment within 30 days; if nothing is issued the parties estimate and deposit the debt, and the deposit receipt counts as the certificate and releases buyer and notary from joint liability.
Cost to do it: Fine of 20 percent of the price for a seller who does not request the certificates in 15 days.
Example: On a price of UYU 80,428,000, a seller who misses the 15 day window risks a fine of UYU 16,085,600. / US$2,000,000 price: fine exposure US$400,000.Decreto Ley Nº 14.433; Texto Ordenado 2023 (DGI), Title 1, DL 14.433 art. 2; Title 1 art. 153 and art. 155, 1975-09-30 official text · verified 2026-10-27

3. The sale of an establishment needs a DGI certificado especial covering taxes up to the date of the act, and omitting it makes the buyer jointly liable as of right for the seller's tax debt at the date of the deal, a liability that extends to the seller's partners, directors and administrators. Separately, buyers of commercial houses and other successors to a business are jointly liable for the predecessor's tax debts up to the value of what they receive (unlimited if they acted with fraud); that liability ends one year after the tax office learned of the transfer.
Cost to do it: DGI Certificado Único Especial: professional stamp of UYU 270 for 2026 (DGI procedure sheet).
Example: Buying assets worth UYU 80,428,000 from a seller with unpaid taxes exposes the buyer up to that value for a year after the DGI learns of the deal. / Exposure capped at the US$2,000,000 received, unless fraud.Texto Ordenado 2023 (DGI), Title 1; Código Tributario (Decreto Ley Nº 14.306), Title 1 art. 149 literal A) fourth paragraph and literal B); Código Tributario art. 22, 1974-11-29 official text · verified 2026-10-27

4. The BPS issues a certificado especial, required to sell all or part of, or assign promises to sell, commercial, industrial or agricultural establishments (including one line of business or production assets), only to contributors with no debts of any kind at the date of the act. Certificates are valid for 180 calendar days from the day after issue, and acting without them makes the parties, professionals and officials involved jointly liable for the contributor's social security debts.
Cost to do it: No fee is set in these articles.
Example: Without the BPS certificate the notary who signs the deed becomes jointly liable for the seller's unpaid contributions. / Same rule at any price.Ley Nº 16.170 (budget law 1990 to 1994), Art. 664 numeral 1, art. 665 and art. 668, 1990-12-28 official text · verified 2026-10-27

5. For the seller, the result of selling an establishment or commercial house, and of liquidating one in whole or in part, is IRAE gross income; the sale date is the effective delivery of the establishment, which must be reliably proven. The buyer of an establishment with taxed activities keeps the seller's fiscal values for the assets; the regulation adds that the successor keeps the valuation and depreciation regimes, and that any excess of price over fiscal value that is a real investment for the buyer is goodwill (valor llave).
Cost to do it: IRAE at 25 percent on the seller's gain (Title 4 art. 23).
Example: A business with assets at a fiscal value of UYU 48,256,800 sold for UYU 80,428,000 gives the seller a gain of UYU 32,171,200, IRAE UYU 8,042,800; the buyer records UYU 48,256,800 as the assets' value and UYU 32,171,200 as goodwill. / US$800,000 gain, US$200,000 of IRAE.Texto Ordenado 2023 (DGI), Title 4 IRAE; Decreto Nº 150/007 (IRAE regulation), Title 4 art. 25 literals F) and G) and art. 44; Decreto 150/007 art. 72, 2007-04-26 official text · verified 2026-10-27

6. Any sale of a commercial establishment on its own must be preceded by publication of a notice for 20 days in newspapers of the capital; the law sets a term for the seller's creditors to come forward and regulates the buyer's joint liability. The full text on IMPO is restricted, so this rule is stated from the official IMPO summary.
Cost to do it: Newspaper publication costs for 20 days.
Example: The sale notice for a Montevideo shop runs for 20 days before the deed. / Publication cost is modest relative to a US$2,000,000 deal.Ley Nº 2.904 (sale of commercial establishments), as amended by Ley Nº 5.418, IMPO official summary of the law, 1904-09-26 official text · verified 2026-10-27

Point	Share sale	Sale of the establishment
Who sells	The foreign shareholder	The Uruguayan company
Seller's tax	IRNR 12 percent on the gain	IRAE 25 percent on the gain in the company, then 7 percent IRNR when profits are paid out
Buyer's tax values	Unchanged inside the company	Buyer keeps seller's fiscal values; excess price is goodwill
Clearances	BPS certificate for SRL quota assignments	DGI and BPS special certificates, 15 day request window, public deed
Liabilities	Stay in the company	Buyer jointly liable for seller's taxes up to value received for one year

Share deal versus asset deal from the seller's side (T.O. 2023 Titles 4 and 8; DL 14.433; Código Tributario art. 22; Ley 16.170 art. 664)

Worked example

A Uruguayan company sells its business for UYU 80,428,000 (US$2,000,000); assets have a fiscal value of UYU 48,256,800. IRAE on the gain at 25 percent: UYU 8,042,800 (US$200,000). Paying out the remaining after tax profit of US$600,000 to a foreign parent adds 7 percent IRNR, US$42,000, for a total Uruguayan tax of US$242,000.
By comparison, a sale of the shares of the same company by the foreign parent with a documented US$1,200,000 cost would bear IRNR of 12 percent on US$800,000, or US$96,000, while the buyer inherits the company's history.

Step by step

Sign and register a promise of sale in the Registro Público de Comercio (DL 14.433 art. 1).
Publish the 20 day sale notice (Ley 2.904).
Hand over possession by notarial act and, within 15 days, request the DGI and BPS special certificates (DL 14.433 art. 2; Title 1 art. 153).
Sign the final public deed once certificates (or the substitute deposit) are obtained.
Seller books the gain in its IRAE return; buyer records the seller's fiscal values and goodwill (Title 4 art. 25 F) and art. 44; Decreto 150/007 art. 72).
Check whether the deal needs merger clearance before closing (see the investing section).

Common traps

The 20 percent of price fine for missing the 15 day certificate request falls on the seller, not the buyer.
Without the certificates the buyer's tax liability is not capped by the one year rule of Código Tributario art. 22; Title 1 art. 149 makes it joint as of right and extends it to the seller's directors.
A sale of one line of business or of production assets also needs the BPS special certificate (Ley 16.170 art. 664 numeral 1).
The asset route usually costs more tax overall than a share sale because the gain is taxed in the company and again on distribution.
Assets bought out of an insolvency liquidation are free of successor liability (Ley 18.387 art. 177), which a private asset deal is not.

Sources

← Offshore indirect transfers: when selling a foreign holding is taxed in UruguayDissolving and liquidating a solvent Uruguayan company (S.A., SRL and SAS) →