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Liability of directors, liquidators, buyers and shareholders after an exit

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

Directors of a Uruguayan company are jointly liable for damage from breach of duty and, objectively, for the company's IRAE, and liquidators answer for unpaid taxes up to the assets they manage unless they acted with fraud. Buyers of a business, the seller's directors and the notaries and professionals who act without DGI or BPS certificates can become jointly liable for the seller's tax and social security debts. SAS shareholders are shielded unless the veil is lifted, while directors of a company whose concurso is culpable face five to twenty years of disqualification and deficit orders.

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 for a director to record opposition to a board resolution	10 daysLey 16.060 art. 391, as of 2026-10-27 · in force
Shareholding that can block release of directors by the meeting	5 % of paid in capitalLey 16.060 art. 392, as of 2026-10-27 · in force
Directors' liability for company IRAE	Joint and objective textT.O. 2023 Title 4 art. 119, as of 2026-10-27 · in force
Cap on representatives' tax liability	Value of assets managed, unless fraud textCódigo Tributario art. 21, as of 2026-10-27 · in force

The rule

1. Administrators and representatives must act loyally and with the diligence of a good businessman; those who breach their duties are jointly liable to the company and the partners for resulting damage. In an S.A., directors are jointly liable to the company, shareholders and third parties for damage from breaching the law, bylaws or regulations, poor performance, abuse of powers, fraud or gross negligence; a director escapes only by recording opposition in the minutes or giving formal notice within ten days, and abstention or unjustified absence does not exempt. Approval of management by the meeting extinguishes liability to the company only if it is not for breach of law, bylaws or regulations and holders of 5 percent of paid in capital do not object, and such approval is ineffective in a forced or insolvency liquidation.
Cost to do it: Personal exposure; directors' insurance and indemnities are agreed privately.
Example: A director who did not object in writing within ten days to a pre closure distribution that left creditors unpaid shares the liability. / Same rule at any amount.Ley Nº 16.060 (Commercial Companies Law), Art. 83, art. 391 and art. 392, 1989-09-04 official text · verified 2026-10-27

2. The company's liability action against directors is brought after a meeting resolution, which removes them; in liquidation the liquidator brings it. Creditors may bring it only to rebuild assets insufficient to pay company debts because of the wrongful acts, and only if the company or shareholders have not done so.
Cost to do it: Litigation cost.
Example: An unpaid supplier of a liquidated subsidiary can sue the former directors if their acts left the company short. / Same.Ley Nº 16.060, Art. 393 and art. 395, 1989-09-04 official text · verified 2026-10-27

3. After dissolution, administrators may only handle urgent matters and start the liquidation; other operations make them unlimitedly and jointly liable. Omitting the words en liquidación from the name in any act makes administrators or liquidators jointly liable for resulting damage. Legal personality can be disregarded where the company is used to defraud the law, breach public order or harm partners or third parties, with effects limited to the specific case and without affecting third parties in good faith.
Cost to do it: Personal exposure.
Example: A liquidator who signs invoices without en liquidación answers for losses this causes. / Same.Ley Nº 16.060, Art. 164, art. 169, art. 189 and art. 190, 1989-09-04 official text · verified 2026-10-27

4. Legal and voluntary representatives who do not act with due diligence are jointly liable for their principals' tax obligations, limited to the value of the assets they manage or control unless they acted with fraud; Ley 17.930 art. 464 declared that this rule did not repeal the separate statutory joint liability of directors. Under the IRAE title, partners of partnerships and directors of taxpayer companies are jointly liable for payment of the tax, for an SAS its administrator, directors or management body members (or failing them the legal representative), and this joint and objective liability extends to the late payment infraction.
Cost to do it: Unpaid IRAE plus surcharges can be claimed from directors personally.
Example: A foreign executive appointed director of a Uruguayan S.A. that closes with unpaid IRAE can be pursued for that IRAE. / Same.Código Tributario (Decreto Ley Nº 14.306); Ley Nº 17.930; Texto Ordenado 2023 (DGI), Title 4, Código Tributario art. 21; Ley 17.930 art. 464; Title 4 art. 119 (source Ley 17.930 art. 465), 2005-12-19 official text · verified 2026-10-27

5. Selling an establishment without the DGI special certificate makes the buyer jointly liable as of right for the seller's tax debt at the date of the deal, extended to the seller's partners, directors and administrators. Acts requiring BPS certificates performed without them make the parties, professionals and public officials involved jointly liable for the contributor's BPS debts.
Cost to do it: Exposure equal to the tax or BPS debt.
Example: Directors who let the company sell its business without certificates become co debtors of its tax debt. / Same.Texto Ordenado 2023 (DGI), Title 1; Ley Nº 16.170, Title 1 art. 149 literal B); Ley 16.170 art. 668, 1990-12-28 official text · verified 2026-10-27

6. SAS shareholders are not liable for the company's labour, tax or other obligations unless its legal personality is disregarded under Ley 16.060 art. 189 to 191. In a concurso declared culpable, directors, liquidators and internal control members, including de facto ones, can be disqualified for five to twenty years and ordered to cover all or part of the deficit.
Cost to do it: Deficit cover can equal the full shortfall.
Example: A foreign parent acting as de facto director of an insolvent subsidiary is within the reach of art. 201. / Same.Texto Ordenado 2023 (DGI), Title 1; Ley Nº 18.387, Title 1 art. 21; Ley 18.387 art. 201, 2008-10-23 official text · verified 2026-10-27

Person	Exposure	Rule
Directors and administrators	Damage from breach, poor performance; IRAE of the company	Ley 16.060 art. 83, 391; Title 4 art. 119
Liquidators	Acts without en liquidación; tax as representatives	Ley 16.060 art. 169; CT art. 21
Buyer of the business	Seller's taxes up to value received for one year; unlimited as of right without certificate	CT art. 22; Title 1 art. 149 B)
Notary and professionals	BPS debts if they act without certificates	Ley 16.170 art. 668
SAS shareholders	None, unless the veil is lifted	Title 1 art. 21; Ley 16.060 art. 189
Directors in culpable concurso	5 to 20 years disqualification and deficit cover	Ley 18.387 art. 201

Who can be pursued after an exit (Ley 16.060; Código Tributario art. 21 and 22; T.O. 2023 Title 1 art. 149 and Title 4 art. 119; Ley 16.170 art. 668; Ley 18.387 art. 201)

Worked example

A foreign group closes its Uruguayan S.A. leaving UYU 2,010,700 (US$50,000) of unpaid IRAE. The DGI can pursue the directors jointly and objectively under Title 4 art. 119, and a liquidator who failed to act diligently up to the value of the assets managed under Código Tributario art. 21; the registry cancellation offers no defence (Ley 16.060 art. 181).

Step by step

Before resigning or closing, record written objections to any resolution you disagree with within ten days (art. 391).
Obtain the DGI and BPS certificates before distributions and before any sale of the business (Title 1 art. 149; Ley 16.170 art. 664 and 668).
Use the words en liquidación in every document after dissolution (art. 169).
Do not move assets to the parent before debts are paid or secured (Ley 16.060 art. 177; Ley 18.387 art. 193).
Have the meeting approve management at the end, knowing it does not cover breaches of law or bylaws (art. 392).

Common traps

Director liability for IRAE is objective, so lack of involvement in the tax filings is not a defence (Title 4 art. 119).
Approval of management is ineffective in a forced or insolvency liquidation (art. 392).
De facto directors, such as parent company officers who actually run the subsidiary, are within the insolvency sanctions (Ley 18.387 art. 201).
The notary will refuse to act without the BPS certificate because the notary becomes jointly liable (Ley 16.170 art. 668).

Sources

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