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Closing the company with the DGI and BPS and cancelling the registration

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

After the final distribution, liquidators file a sworn closure with the DGI and BPS within 30 days, on Form 0355 with the minutes, a share cancellation record and, if there were staff, an MTSS certificate, for a UYU 270 stamp. The DGI then notifies the registry, which cancels the company of its own motion, but that notice is expressly not a tax clearance. The DGI special certificate and the BPS special certificate are the actual good standing proofs, and taxes remain assessable for five years, or ten where returns were not filed.

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 the company closure with DGI and BPS	30 daysDGI and BPS S.A. closure sheet, as of 2026-10-27 · in force
Professional stamp for the closure filing, 2026	270 UYUDGI and BPS S.A. closure sheet, as of 2026-10-27 · in force
Tax assessment prescription	5 yearsCódigo Tributario art. 38, as of 2026-10-27 · in force
Tax assessment prescription with fraud or non filing	10 yearsCódigo Tributario art. 38, as of 2026-10-27 · in force
Record of cancelled or destroyed shares required for S.A. closures	From closures effective 1 November 2014 textLey 16.060 art. 181; Decreto 347/014 art. 5, as of 2026-10-27 · in force

The rule

1. After the distribution, the liquidators file a sworn declaration closing the company's activities with the DGI and the BPS, stating that the whole liability is extinguished and all remaining assets allotted to the partners as capital refund, and for an S.A. that all share certificates were cancelled or destroyed. The DGI then sends the RUT number, name and act to the Dirección General de Registros, which cancels the registration of its own motion; the cancellation is entered as final without registry review.
Cost to do it: No fee in the law or decree.
Example: Once the DGI notice reaches the registry the company disappears from the Registro Nacional de Comercio without a separate filing. / No cost in US$ terms beyond the closure stamp.Ley Nº 16.060, art. 181 as worded by Ley Nº 19.288 art. 19; Decreto Nº 347/014, Ley 16.060 art. 181; Decreto 347/014 art. 1 and 2, 2014-11-27 official text · verified 2026-10-27

2. The closure is processed through a prior online request in DGI Servicios en Línea (Registro Único Tributario, Solicitud de clausura), followed by an online BPS filing (Clausurar contribuyente ante BPS DGI) or, in Montevideo only, an in person filing by appointment. Forms: 0355 (Cancelación) and, if a liquidator is appointed, 0351, 0352 and 0353. Supporting documents: the minutes book recording the dissolution and liquidation, the absence of assets and liabilities and the liquidator's appointment, or a notarial certificate replacing it; a record of cancellation or destruction of shares (not needed for closures effective before 1 November 2014); the MTSS closure certificate if there were employees; and proof of payment of the DGI fine if filed late. Deadline: 30 calendar days from the closure date.
Cost to do it: Professional stamp UYU 270 for 2026, plus an additional stamp where liquidator forms are filed; online, the stamp is charged on the next BPS bill.
Example: A company whose final balance was approved on 1 December must file its closure by 31 December. / UYU 270 is about US$7 per stamp.DGI and BPS procedure sheet Clausura de sociedades anónimas (updated 9 September 2026), Requirements, cost, deadline and channels, 2026-09-09 official text · verified 2026-10-27

3. Liabilities are deemed extinguished and assets allotted on the date the final balance and distribution plan are approved under Ley 16.060 art. 179, or on the date a court judgment approving them becomes final; this is the date that starts the closure clock.
Cost to do it: No fee.
Example: Approval of the plan at the meeting on 1 December fixes the closure date. / Same.Decreto Nº 347/014, Art. 4, 2014-11-27 official text · verified 2026-10-27

4. The DGI notice to the registry is not an administrative statement that the company paid the taxes administered by the DGI or BPS. Companies may separately request the DGI certificado especial, which is required for dissolution, liquidation, statute amendments and sales of establishments and certifies that DGI taxes were paid up to the date of the act. The BPS special certificate, issued only if there are no debts of any kind, is needed to dissolve, liquidate or close companies.
Cost to do it: Certificado Único Especial: UYU 270 professional stamp in 2026 (Form 5001).
Example: Request the DGI special certificate before approving the distribution so that tax debts surface while assets are still in the company. / UYU 270 is about US$7.Texto Ordenado 2023 (DGI), Title 1; Decreto Nº 347/014; Ley Nº 16.170, Title 1 art. 97 and art. 149 literal A); Decreto 347/014 art. 2 and 3; Ley 16.170 art. 664 numeral 2, 1990-12-28 official text · verified 2026-10-27

5. The DGI's right to collect taxes prescribes five years after the end of the calendar year of the taxable event (for annual income taxes, the fiscal year end), extended to ten years where the taxpayer committed fraud or failed to register, report the taxable event or file returns. Sanctions and interest follow the same periods, except contravention fines, which always prescribe in five years.
Cost to do it: Document retention and a reserve for late assessments.
Example: Taxes for a final fiscal year closing in 2026 can be assessed until the end of 2031, or 2036 if returns were not filed. / Same periods regardless of amount.Código Tributario (Decreto Ley Nº 14.306), Art. 38, 1974-11-29 official text · verified 2026-10-27

6. An SAS dissolves on the same causes as other companies except the single partner rule and liquidates under the same Ley 16.060 procedure, with the directors or a person appointed by the meeting acting as liquidators; the DGI publishes a separate closure sheet for SAS.
Cost to do it: Same stamp costs as for an S.A.
Example: An SAS owned by one foreign individual follows the same art. 181 closure. / Same.Ley Nº 19.820 (SAS), Art. 38 and art. 40, 2019-09-18 official text · verified 2026-10-27

Item	Who	When
DGI special certificate and BPS special certificate	Company	Before dissolution and liquidation acts
Final balance and distribution plan approved	Meeting	Fixes the closure date
Online closure request in DGI Servicios en Línea	Liquidator	Before the BPS filing
Forms 0355 and, if needed, 0351 to 0353, with minutes or notarial certificate	Liquidator	Within 30 days of the closure date
Share cancellation record and MTSS certificate	Liquidator	With the filing
DGI notice to the registry	DGI	After the filing

Closure checklist for an S.A. (Ley 16.060 art. 181; Decreto 347/014; gub.uy S.A. closure sheet)

Worked example

Timeline for a dormant S.A.: DGI and BPS special certificates; dissolution and liquidator appointment registered; final balance approved on day 45; closure request and Form 0355 filed by day 75 with a UYU 270 stamp (about US$7); DGI notifies the registry. Taxes for the last year remain assessable for five years after its close.

Step by step

Request the DGI Certificado Único Especial (Form 5001) and the BPS special certificate (Title 1 art. 149; Ley 16.170 art. 664).
Approve the final balance and distribution plan; note the date (Decreto 347/014 art. 4).
Cancel or destroy the share certificates and record it.
Request closure online in DGI Servicios en Línea, then file the BPS closure with Form 0355 and the documents within 30 days.
Download Form 6351 (RUT certificate) and Form 6361 (data confirmation) as proof.
Keep books and records for the prescription period (Código Tributario art. 38) and agree who keeps them (Ley 16.060 art. 183).

Common traps

Missing the 30 day window means a DGI fine that must be paid before the filing is accepted.
The registry cancellation is not a tax clearance, so a buyer of assets or the former shareholders cannot rely on it (Ley 16.060 art. 181; Title 1 art. 97).
Lost minutes books require a notarial certificate, a Diario Oficial publication and a filing at the Juzgado de Paz before closure.
If filing in person, it is only available in Montevideo; elsewhere the BPS online channel is the route.

Sources

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