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Dissolving and liquidating a solvent Uruguayan company (S.A., SRL and SAS)

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

A solvent Uruguayan company winds down under Ley 16.060: a dissolution resolution, registered liquidators, an inventory within 30 days, payment or security of all debts, and a final balance and distribution plan. The plan is approved by the partners or an extraordinary meeting, with a 15 day challenge window for 10 percent dissenters, and the assets are then transferred to the partners as capital refund and profits. The liquidators finish with a sworn closing declaration to DGI and BPS, after which the DGI notifies the registry to cancel the company, without that notice acting as a tax clearance.

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

Losses that trigger dissolution	Equity below one quarter of paid in capital, unless capital is restored or reduced textLey 16.060 art. 159 numeral 6) and art. 160, as of 2026-10-27 · in force
Deadline for partners to appoint liquidators	30 daysLey 16.060 art. 170, as of 2026-10-27 · in force
Liquidators' inventory and opening balance deadline	30 (extendable to 120) daysLey 16.060 art. 174, as of 2026-10-27 · in force
Challenge window after which the plan is deemed approved where there is no meeting	30 daysLey 16.060 art. 179, as of 2026-10-27 · in force
Challenge period for dissenters (10 percent of paid in capital) in companies with meetings	15 daysLey 16.060 art. 179, as of 2026-10-27 · in force
Days after approval before unclaimed assets may be deposited in court	90 daysLey 16.060 art. 180, as of 2026-10-27 · in force

The rule

1. A company dissolves by decision of the partners under the rules of its type, expiry of its term, fulfilment of the condition on which it depended, achievement or supervening impossibility of its purpose, a court order to liquidate the assets in concurso, losses that cut equity below one quarter of paid in capital, merger or spin off, reduction to a single partner (not for SAS), inability to function or reach valid resolutions, continued unlawful activity, and other legal causes. Losses do not dissolve the company if partners agree to restore or reduce capital.
Cost to do it: No fee in the law; registration and notarial costs apply to the dissolution resolution.
Example: A subsidiary with paid in capital of UYU 4,021,400 whose equity falls below UYU 1,005,350 is in a dissolution cause unless the parent recapitalizes or reduces capital. / US$100,000 paid in capital: dissolution threshold at equity below US$25,000.Ley Nº 16.060 (Commercial Companies Law); Ley Nº 19.820 (SAS), Ley 16.060 art. 159 (numeral 5 as worded by Ley 18.387 art. 261) and art. 160; Ley 19.820 art. 38, 2019-09-18 official text · verified 2026-10-27

2. Dissolution takes effect between partners from the resolution or court declaration and against third parties from its registration (on expiry of the term, automatically). From then the administrators may only handle urgent matters and must take steps to start the liquidation; any other operation makes them personally, jointly and without limit liable to third parties and partners. Outside the cases of merger or spin off and unlawful activity, partners may revive a dissolved company by the majority required to amend the contract, and dissenting or absent partners may withdraw.
Cost to do it: No fee in these articles.
Example: Directors who sign a new supply contract after the dissolution resolution answer personally for it. / Same rule for any amount.Ley Nº 16.060, Art. 163, art. 164 and art. 166, 1989-09-04 official text · verified 2026-10-27

3. The dissolved company keeps legal personality only for its liquidation. Liquidation is run by the administrators unless otherwise provided; otherwise the partners appoint liquidators within 30 days, failing which any interested party may ask the court. The appointment, removal or termination of liquidators must be registered in the Registro Nacional de Comercio, and the name must add the words en liquidación. For an SAS the members of the management body, or a person appointed by the shareholders' meeting, act as liquidators.
Cost to do it: Liquidators' fees agreed privately; registration fee for the appointment.
Example: A foreign parent usually appoints a local manager as liquidator, registered before acting. / Same procedure regardless of size.Ley Nº 16.060; Ley Nº 19.820, Ley 16.060 art. 168, art. 169 and art. 170 (last paragraph as worded by Ley 17.904 art. 14); Ley 19.820 art. 40, 2005-10-07 official text · verified 2026-10-27

4. Within 30 days of taking office the liquidators prepare an inventory and balance of the company's assets (extendable to 120 days by the partners or meeting), report quarterly and prepare annual balances if the process runs on. If assets do not cover the debts they must call on partners for contributions owed under the contract and type. A partial distribution to partners is allowed only if all obligations are adequately secured; in an S.A. it can be demanded by holders of 10 percent of paid in capital, and it is executed only after being filed in the company's record.
Cost to do it: Accounting and liquidator fees; no official fee.
Example: A subsidiary with UYU 8,042,800 of cash and secured liabilities can make an advance distribution before the final balance. / US$200,000 of cash can be partly distributed early if every debt is secured.Ley Nº 16.060, Art. 174, art. 176 and art. 177, 1989-09-04 official text · verified 2026-10-27

5. Once liabilities are extinguished or duly secured, the liquidators draw up the final balance and a distribution plan, fixing each partner's capital refund and profits; partners may receive remaining assets in kind. Without a shareholders' meeting the plan is deemed approved if not challenged within 30 days of receipt; where there is a meeting it goes to an extraordinary meeting, and dissenting or absent holders of 10 percent of paid in capital may challenge within 15 days, the liquidators answer within 30 days, and a court action must follow within 60 days. After approval the liquidators transfer the assets; unclaimed assets may be deposited in court after 90 days. Absent agreement, the court decides who keeps the books.
Cost to do it: No official fee; costs are the meeting, transfers of assets and professional work.
Example: A sole shareholder parent approves the plan at the extraordinary meeting; with no minority there is no 15 day challenge exposure. / Same for any value.Ley Nº 16.060, Art. 178, art. 179, art. 180 and art. 183, 1989-09-04 official text · verified 2026-10-27

6. When the distribution is complete, the liquidators file a sworn closing declaration with the DGI and the BPS stating that all liabilities are extinguished and all remaining assets allotted to partners as capital refund, and for an S.A. that all share certificates were cancelled or destroyed. The DGI then informs the Dirección General de Registros, which cancels the registration of its own motion, but the notice is not a tax clearance. The liabilities are deemed extinguished on the date the final balance and plan are approved under art. 179, or when a court judgment approving them becomes final.
Cost to do it: DGI closure stamp of UYU 270 for 2026 (gub.uy S.A. closure sheet).
Example: Closing a dormant S.A. requires the meeting minutes, a declaration of no assets and liabilities and evidence that the share certificates were destroyed. / UYU 270 is about US$7.Ley Nº 16.060, art. 181 as worded by Ley Nº 19.288; Decreto Nº 347/014, Ley 16.060 art. 181; Decreto 347/014 art. 1, 2 and 4, 2014-11-27 official text · verified 2026-10-27

Stage	Deadline or rule	Article
Resolution to dissolve and register	Effective against third parties on registration	163
Appoint and register liquidators	Within 30 days	170
Inventory and balance	30 days, up to 120	174
Quarterly reports	Every quarter	174
Pay or secure all debts	Before the final balance	178
Final balance and distribution plan	Deemed approved after 30 days if no meeting; 15 day dissent challenge if meeting	179
Transfer assets	After approval; deposit unclaimed after 90 days	180
Closing declaration with DGI and BPS	Then registry cancellation by DGI notice	181

Solvent wind down timeline (Ley 16.060 art. 159 to 183; Decreto 347/014). Days are calendar days as stated in the law.

Worked example

Dormant subsidiary with UYU 8,042,800 (US$200,000) of cash and no debts: the parent passes the dissolution resolution, registers it and the liquidator, the liquidator files the inventory within 30 days, the extraordinary meeting approves the final balance allotting UYU 4,021,400 (US$100,000) as capital refund and UYU 4,021,400 (US$100,000) as profits, IRNR of 7 percent is withheld on the profits out of IRAE taxed income (UYU 281,498, US$7,000), and the liquidator files the closing declaration.
Timing for a clean company: the law sets no overall deadline, but the statutory windows alone (up to 30 days for the inventory and 15 or 30 days for challenges to the final plan) add six to eight weeks before the DGI and BPS steps.

Step by step

Confirm solvency first; if liabilities exceed assets, the concurso filing duty applies instead (see insolvency liquidation).
Hold the meeting resolving dissolution and appointing liquidators; register both (art. 163 and 170).
Obtain the DGI certificado especial and BPS certificate required for dissolution and liquidation (T.O. 2023 Title 1 art. 149; Ley 16.170 art. 664 numeral 2).
Prepare the inventory within 30 days and report quarterly (art. 174).
Collect receivables, sell assets, pay or secure all debts, including final tax returns and employee settlements.
Prepare the final balance and plan, approve it and transfer the assets (art. 178 to 180).
Cancel or destroy share certificates, file the sworn closing declaration with DGI and BPS within the 30 day window of the procedure, and wait for the DGI notice to the registry (art. 181; Decreto 347/014).

Common traps

The registry cancellation is not a tax clearance (art. 181), and the DGI can still assess within five years, or ten where returns were not filed (Código Tributario art. 38).
Administrators who keep trading after dissolution are personally and jointly liable without limit (art. 164).
A partial distribution before all debts are secured is not allowed (art. 177).
For an S.A., the closing declaration must confirm cancellation or destruction of all share certificates (art. 181; Decreto 347/014 art. 1).
Payouts to partners above UI 200,000 cannot be made in cash (Ley 19.210 art. 35).

Sources

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