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Closing the Uruguayan branch of a foreign company

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

A branch is the foreign company acting through a permanent representation, so it closes on a protocolized head office resolution once all Uruguayan assets and liabilities are settled. The closure goes to DGI and BPS within 30 days of ceasing activity, on Forms 0355 and 0453 with a notarial certificate stating there are no assets or liabilities left in Uruguay. Final branch profits remitted to the head office bear 7 percent IRNR, assigned capital returns freely, and the head office stays liable for any branch debts that surface later.

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

Deadline to file a branch closure with DGI and BPS	30 daysDGI closure sheet for foreign entities with a permanent establishment, as of 2026-10-27 · in force
IRNR on branch profit remitted to head office	7 %T.O. 2023 Title 8 art. 18 literal B), as of 2026-10-27 · in force
IRAE rate	25 %T.O. 2023 Title 4 art. 23, as of 2026-10-27 · in force

The rule

1. A branch is not a separate company: a foreign company that operates in Uruguay through a branch or other permanent representation registers its contract, its resolution to establish in Uruguay, its domicile, its representatives and any assigned capital in the Registro Público y General de Comercio, and must repeat the same requirements whenever the contract is modified. It keeps separate accounting in Spanish, and its managers carry the same liabilities as managers of Uruguayan companies of the same type; while the branch exists, service of process is made on its designated representatives.
Cost to do it: Registration and publication costs; no official fee in these articles.
Example: Closing a branch starts with a head office resolution, since the branch has no shareholders' meeting of its own. / Same for any branch size.Ley Nº 16.060 (Commercial Companies Law), Art. 193, art. 194, art. 195 and art. 197, 1989-09-04 official text · verified 2026-10-27

2. To close a branch with the DGI and BPS, the foreign entity first requests closure online in DGI Servicios en Línea (Registro Único Tributario, Solicitud de clausura), then files Formulario 0355 (Cancelación) and, where printed invoices were used, Formulario 0453 (unused documentation), with the RUT certificate and a notarial certificate covering the signatory, the legal standing and representation, the protocolized head office resolution to close the permanent establishment in Uruguay, and a record stating that there are no assets or liabilities in Uruguay. The filing is due within 30 calendar days of the closing date and late filing is sanctioned. Online filing through BPS carries the professional stamp cost in the next BPS bill.
Cost to do it: Professional stamp (UYU 270 on DGI sheets for 2026) plus notarial certificate fees.
Example: A branch that stopped trading on 30 November must complete the closure filing by 30 December. / UYU 270 is about US$7; notarial fees are agreed privately.DGI procedure sheet: Clausura de persona jurídica extranjera con establecimiento permanente (updated 15 August 2022), Requirements, forms and deadline, 2022-08-15 official text · verified 2026-10-27

3. A branch is a permanent establishment and pays IRAE on Uruguayan source profit; profits it pays or credits to its head office are IRNR taxed at 7 percent like dividends of other IRAE taxpayers. IRAE taxed branch profit older than three fiscal years is a deemed remittance taxed at 7 percent even if not remitted.
Cost to do it: IRAE at 25 percent on branch profit, then 7 percent IRNR on remittances.
Example: A final remittance of UYU 20,107,000 of taxed branch profit to the head office bears IRNR of UYU 1,407,490. / US$500,000 remitted, US$35,000 of IRNR.Texto Ordenado 2023 (DGI), Title 4 IRAE and Title 8 IRNR, Title 4 art. 12 literal A) numeral 4 and art. 23; Title 8 art. 14 and art. 18 literal B), 2006-12-27 official text · verified 2026-10-27

4. The DGI certificado especial is needed for liquidation or total or partial dissolution of commercial establishments, and the BPS special certificate is needed to close or liquidate businesses of any legal form. Without the certificates, the professionals and officials involved become jointly liable for the BPS debts.
Cost to do it: UYU 270 professional stamp for the DGI special certificate in 2026.
Example: The notary signing the closure documents will ask for both certificates first. / UYU 270 is about US$7.Texto Ordenado 2023 (DGI), Title 1; Ley Nº 16.170, Title 1 art. 149 literal A); Ley 16.170 art. 664 numeral 2 and art. 668, 1990-12-28 official text · verified 2026-10-27

5. A non resident entity that acts in Uruguay through a permanent establishment must identify its beneficial owners to the BCU; changes must be reported within 45 days, or 90 days where they concern non resident holders or beneficial owners.
Cost to do it: No fee is set in the article.
Example: The branch's beneficial ownership file must be current until closure is complete. / Same at any size.Decreto Nº 166/017 (regulation of Ley Nº 19.484), art. 11 as worded by Decreto Nº 272/022, Art. 11, 2022-08-30 official text · verified 2026-10-27

6. The State guarantees the free transfer abroad of capital and profits in convertible currency, so the branch's assigned capital and final profits can be repatriated without FX approval.
Cost to do it: Bank charges only.
Example: UYU 18,699,510 net of IRNR wired to the head office. / US$465,000 net.Ley Nº 16.906, Art. 5, 1998-01-07 official text · verified 2026-10-27

Point	Branch	Subsidiary (S.A., SRL, SAS)
Decision	Head office resolution, protocolized	Partners' or shareholders' resolution
Liquidation rules	Head office resolution and DGI closure requirements	Ley 16.060 art. 167 to 181
DGI and BPS closure	Forms 0355 and 0453, no assets or liabilities in Uruguay, 30 days	Closure sheet and art. 181 declaration, 30 days
Tax on final profits	7 percent IRNR on remittances	7 percent IRNR on dividends

Closing a branch versus liquidating a subsidiary

Worked example

A foreign company closes its Uruguayan branch with UYU 20,107,000 (US$500,000) of IRAE taxed profit. IRNR on the profit remittance UYU 1,407,490 (US$35,000), net UYU 18,699,510 (US$465,000). Closure forms filed within 30 days of ceasing activity.

Step by step

Head office resolves to close the Uruguayan permanent establishment and protocolizes the resolution before a Uruguayan notary.
Terminate employees and settle final pay (see closing down and employees).
Collect, sell or transfer all Uruguayan assets and settle all Uruguayan liabilities, including final IRAE and VAT returns.
Obtain the DGI special certificate and BPS certificate (Title 1 art. 149; Ley 16.170 art. 664).
Request closure online and file Forms 0355 and 0453 with the notarial certificate within 30 days (DGI sheet).
Keep the BCU beneficial ownership file current until the closure is complete (Decreto 166/017 art. 11).
Remit final profits net of 7 percent IRNR and the assigned capital abroad (Ley 16.906 art. 5).

Common traps

The DGI requires a statement that there are no assets or liabilities in Uruguay, so closure has to wait until the last receivable and payable are settled.
The branch is the foreign company itself acting through a permanent representation (Ley 16.060 art. 193), so Uruguayan creditors can pursue the foreign company for branch debts that surface after closure.
Branch managers carry the same liabilities as managers of Uruguayan companies (Ley 16.060 art. 195).
Profits left in the branch for more than three years are taxed as deemed remittances (Title 8 art. 14).

Sources

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