Countries › Uruguay › Guide › 15. Exiting › Exiting Uruguay: selling the company, taking profits and capital out, and winding down

Exiting Uruguay: selling the company, taking profits and capital out, and winding down

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A foreign owner can leave Uruguay by selling the shares, by taking profits and capital out while keeping the company, or by dissolving and liquidating it, and Ley Nº 16.906 guarantees the free transfer abroad of capital and profits in convertible currency with no FX permit. Tax is the main cost: dividends paid abroad bear 7 percent IRNR, a non resident's gain on Uruguayan shares is taxed at 12 percent on the real gain or, where the cost cannot be proven, on 20 percent of the price, and since 2026 offshore sales of holdings with Uruguayan assets are caught under reworded tests (more than half the assets in Uruguay, or above UI 31,500,000). A wind down runs under Ley Nº 16.060: dissolution, liquidators' inventory within 30 days, a final balance and distribution plan, and a closing declaration to DGI and BPS that leads to cancellation of the registration, while an insolvent company must instead file for concurso within 30 days.

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

Right to transfer capital and profits abroad	Guaranteed by law, in freely convertible currency, no prior authorization or registration textLey Nº 16.906, art. 5, as of 2026-10-27 · in force
IRNR on dividends paid abroad by IRAE taxpayers	7 %T.O. 2023 Title 8, art. 18 literal B), as of 2026-10-27 · in force
IRNR rate on a non resident's gain on Uruguayan shares	12 %T.O. 2023 Title 8, art. 18 literal B) (restantes rentas), as of 2026-10-27 · in force
Deemed gain where fiscal cost cannot be proven	20 % of priceT.O. 2023 Title 7, art. 32; Title 8, art. 13 literal B), as of 2026-10-27 · in force
Uruguayan asset value test for offshore share sales	31500000 UIT.O. 2023 Title 8, art. 7 numeral 3) (Ley 20.446 art. 658), as of 2026-10-27 · in force
Look back period for the offshore share sale tests	365 daysT.O. 2023 Title 8, art. 7 numeral 3) (Ley 20.446 art. 658), as of 2026-10-27 · in force
IRNR rate on the Uruguayan share of an offshore share sale gain	12 %T.O. 2023 Title 8, art. 7 numeral 3) and art. 18 literal B), as of 2026-10-27 · in force
Losses that trigger dissolution	Equity below one quarter of paid in capital, unless capital is restored or reduced textLey Nº 16.060, art. 159 numeral 6) and art. 160, as of 2026-10-27 · in force
Liquidators' inventory and opening balance deadline	30 (extendable to 120) daysLey Nº 16.060, art. 174, as of 2026-10-27 · in force
Challenge period for dissenters (10 percent of paid in capital) against the final balance in an S.A.	15 daysLey Nº 16.060, art. 179, as of 2026-10-27 · in force
Creditor opposition period after publication of a voluntary capital reduction	30 daysLey Nº 16.060, art. 294, as of 2026-10-27 · in force
Deadline for an insolvent debtor to file for concurso	30 daysLey Nº 18.387, art. 10, as of 2026-10-27 · in force

The rule

1. The State guarantees the free transfer abroad of capital and profits, and of other sums linked to the investment, made in freely convertible currency. There is no FX approval, registration or waiting period to send sale proceeds, dividends, capital refunds or liquidation payouts abroad; the only gates are the tax and corporate rules on each payment.
Cost to do it: No fee or FX filing is set by the law; bank transfer charges and exchange spreads are set by each bank.
Example: Net sale proceeds of UYU 40,214,000 can be converted and wired to the foreign parent without any FX authorization. / UYU 40,214,000 is US$1,000,000 at the BCU rate of 26 October 2026.Ley Nº 16.906 (Investment Law), Art. 5, 1998-01-07 official text · verified 2026-10-27

2. Dividends and profits paid or credited abroad by IRAE taxpayers bear IRNR at 7 percent, withheld by the paying company, which is designated withholding agent for capital income paid to non residents. Dividends out of income not taxed by IRAE are exempt, except that from 1 January 2026 distributions by Uruguayan companies to a foreign beneficiary are taxed when the beneficiary's country taxes them and grants a credit for the Uruguayan tax (unless the beneficiary has negative taxable income). IRAE taxed income older than three fiscal years is imputed as a deemed dividend and taxed even if not paid, so cash parked in the company does not avoid the tax. The 25 percent low tax jurisdiction rate does not apply to dividends paid by IRAE taxpayers.
Cost to do it: 7 percent of the gross dividend, withheld at source; a lower treaty rate may apply where a double tax treaty is in force.
Example: A final dividend of UYU 4,021,400 out of IRAE taxed profits bears IRNR of UYU 281,498; the parent receives UYU 3,739,902. / US$100,000 gross, US$7,000 withheld, US$93,000 net.Texto Ordenado 2023 (DGI), Title 8 IRNR, as amended by Ley Nº 20.446 of 16 December 2025, Title 8 art. 10, art. 14, art. 18 literal B) and art. 19 literal C) (reworded by Ley 20.446 art. 657), 2026-01-01 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 657, in force from 1 January 2026, rewrote art. 19 literal C) so that the exemption for dividends out of income not taxed by IRAE no longer covers distributions by Uruguayan companies to foreign beneficiaries taxed at home with a credit for the Uruguayan tax.

3. A non resident's gain on selling shares of a Uruguayan company is a Uruguayan source capital gain (incremento patrimonial) taxed by IRNR at 12 percent. The gain is computed under the IRPF rules: price less the fiscal cost where that cost can be reliably proven; if it cannot, the taxable gain is 20 percent of the sale price, which is an effective 2.4 percent of the price. Gains on redemptions (rescates) in the equity of IRAE taxpayers are exempt, as are sales where each price is no more than UI 30,000 and the year's total of such sales is under UI 90,000. The law designates IRAE taxpayers as withholding agents only for business, labor and capital income (literals A to C of art. 6), not for capital gains, and the IRNR regulation does not designate a general withholding agent for private share sales, so the foreign seller is the taxpayer; the tax period closes on 31 December or earlier when the non resident stops earning Uruguayan source income.
Cost to do it: 12 percent of the real gain, or 12 percent of 20 percent of the price (2.4 percent of the price) where cost cannot be proven; adviser and notary fees are agreed privately.
Example: A foreign parent sells its Uruguayan S.A. for UYU 40,214,000 with a documented fiscal cost of UYU 24,128,400: tax is 12 percent of UYU 16,085,600, or UYU 1,930,272. If the cost could not be proven, tax would be 12 percent of UYU 8,042,800 (20 percent of the price), or UYU 965,136. / US$1,000,000 price, US$600,000 cost: US$48,000 of IRNR on the real gain; on the 20 percent basis US$24,000.Texto Ordenado 2023 (DGI), Title 8 IRNR and Title 7 IRPF; Decreto Nº 149/007 (IRNR regulation), Title 8 art. 6 literal D), art. 8, art. 10, art. 13 literal B), art. 18 literal B) and art. 19 literals D) and H); Title 7 art. 26 and art. 32; Decreto 149/007 art. 26 to 41, 2026-01-08 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 651 (published 8 January 2026) added paragraphs to Title 7 art. 32 on the cost of assets located abroad and an annual 20 percent option for them; the 20 percent fallback for Uruguayan shares whose cost cannot be proven is unchanged.

4. The sale of shares of a non resident entity is Uruguayan source income, and so taxed by IRNR at 12 percent, when at any time in the 365 days before the transfer (a) more than 50 percent of its assets are, directly or indirectly, located in Uruguay, or (b) those Uruguayan assets exceed UI 31,500,000 and the transfer represents, directly or indirectly, more than 50 percent of them (adding sales by related sellers). Only the proportion of Uruguayan assets to total assets is taxed, valued under IRAE rules, and intra group transfers where the ultimate owners are the same, keep at least 95 percent of their proportions and hold for two years are excluded, as are mergers and spin offs meeting the same test.
Cost to do it: 12 percent IRNR on the Uruguayan share of the gain on the offshore sale.
Example: UI 31,500,000 is about UYU 210,394,800 at the UI of 27 October 2026; an offshore holding whose Uruguayan subsidiary holds assets above that value is in scope if the sale moves more than half of them. / The UI 31,500,000 threshold is about US$5.23 million at the rates in the FX note.Texto Ordenado 2023 (DGI), Title 8 IRNR, as amended by Ley Nº 20.446 of 16 December 2025, Title 8 art. 7, second paragraph, numeral 3) (substituted by Ley 20.446 art. 658), 2026-01-08 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 658 (published in the Diario Oficial on 8 January 2026) substituted numeral 3) of art. 7, setting the 365 day look back, the 50 percent asset test and the UI 31,500,000 value test with the more than 50 percent transfer condition, plus the same owner and reorganization exclusions.

5. A company dissolves, among other causes, by decision of the partners, expiry of its term, achievement or impossibility of its purpose, judicial order to liquidate in concurso, or losses that cut equity below one quarter of paid in capital, unless partners agree to restore or reduce capital. Dissolution takes effect between partners from the resolution and against third parties from its registration. The company keeps legal personality only to liquidate; liquidators must prepare an inventory and balance within 30 days of taking office (extendable to 120 days), report quarterly, finish pending business without starting new business, and after paying or securing all debts draw up a final balance and distribution plan splitting each partner's capital refund and profits. Where there is a shareholders' meeting the plan goes to an extraordinary meeting and dissenters holding 10 percent of paid in capital may challenge within 15 days. The liquidators then file a declaration closing activities 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 are cancelled or destroyed); the DGI informs the Dirección General de Registros, which cancels the registration of its own motion. That notice is not a tax clearance. SAS dissolve on the same causes except the single partner rule and liquidate under the same procedure, with the directors or a person appointed by the meeting acting as liquidators.
Cost to do it: No fee is fixed in these articles; costs are the liquidators' and accountants' work, registration of the dissolution and the closing filings with DGI and BPS.
Example: A dormant S.A. with UYU 8,042,800 of net assets after paying all debts allots UYU 4,021,400 as capital refund and UYU 4,021,400 as profits to its foreign parent under the approved plan. / US$200,000 of net assets: US$100,000 capital refund and US$100,000 profits.Ley Nº 16.060 (Commercial Companies Law); Ley Nº 19.820 (SAS), Ley 16.060 art. 159, 160, 163, 167, 168, 174, 175, 178, 179, 180 and 181 (art. 181 reworded by Ley 19.288 art. 19); Ley 19.820 art. 38 and 40, 2014-09-26 official text · verified 2026-10-27

6. An S.A. may return capital to shareholders by an extraordinary meeting resolution reducing paid in capital, by redeeming shares or lowering their par value, treating shareholders equally. The resolution must be published for ten days, with the documents available to creditors, who have 30 days from the last publication to oppose; an opposing creditor must be paid or adequately secured before the reduction is carried out, and the bylaw amendment follows only after that step. Publication and the creditor period do not apply to reductions to absorb losses, mandatory reductions (when losses consume reserves and 50 percent of paid in capital) or redemptions of fully paid shares out of profits or free reserves. On the tax side, gains from redemptions in the equity of IRAE taxpayers are exempt from IRNR.
Cost to do it: Ten days of publication plus a 30 day creditor window before the reduction can be completed; no IRNR on the redemption gain under Title 8 art. 19 literal D).
Example: Returning UYU 4,021,400 of paid in capital to a foreign parent through a voluntary reduction requires the ten day publication and the 30 day opposition period, about six weeks before payment can be made. / A US$100,000 capital return follows the same timetable.Ley Nº 16.060 (Commercial Companies Law); Texto Ordenado 2023 (DGI), Title 8 IRNR, Ley 16.060 art. 290 to 295; Title 8 art. 19 literal D), 1989-09-04 official text · verified 2026-10-27

7. A debtor that cannot meet its obligations must request its own concurso within 30 days of knowing, or when it should have known, of its insolvency; for companies the duty falls on each director, liquidator and member of the internal control body, and for entities that keep accounts knowledge is conclusively presumed from the date financial statements were or should have been prepared. Insolvency is presumed, among other cases, when liabilities exceed assets or obligations are more than three months overdue. Failure to file is presumed gross fault, and a concurso declared culpable can disqualify directors and liquidators, including de facto ones, from managing property or representing others for five to twenty years and expose them to orders to cover the shortfall. In liquidation the court first seeks to sell the business as a going concern.
Cost to do it: Court proceeding with a court appointed receiver; the main exposure is personal disqualification of five to twenty years for directors where the concurso is declared culpable.
Example: A subsidiary whose accounts show liabilities above assets is presumed insolvent; its directors have 30 days to file, so a solvent dissolution under Ley 16.060 is only available if the parent first funds the gap. / If a parent must inject, for example, UYU 4,021,400 to restore solvency before a voluntary wind down, that is about US$100,000.Ley Nº 18.387 (Insolvency and Reorganization Law), Art. 1, art. 4, art. 10, art. 171, art. 194 and art. 201, 2008-10-23 official text · verified 2026-10-27

Route	Main Uruguayan tax point	Key corporate step	Rule
Sell the shares of the Uruguayan company	IRNR 12 percent on the gain, or on 20 percent of price if cost cannot be proven	Share transfer; seller reports and pays IRNR	Title 8 art. 13, 18; Title 7 art. 32
Sell a foreign holding that owns Uruguayan assets	IRNR 12 percent on the Uruguayan share of the gain if the 50 percent or UI 31,500,000 tests are met	Check the 365 day look back and the same owner exclusion	Title 8 art. 7 numeral 3)
Keep the company, pay out profits or return capital	IRNR 7 percent on dividends; redemption gains exempt	Ten day publication and 30 day creditor window for a voluntary capital reduction	Title 8 art. 18, 19 D); Ley 16.060 art. 294
Dissolve and liquidate	7 percent on profits paid out; capital refund under the redemption exemption	Inventory in 30 days, final balance, closing declaration to DGI and BPS, registry cancellation	Ley 16.060 art. 159 to 181
Insolvent company	Court process	File for concurso within 30 days of insolvency	Ley 18.387 art. 10

Three ways out of Uruguay compared (T.O. 2023 Titles 7 and 8; Ley Nº 16.060; Ley Nº 18.387). UYU at 40.214 per US dollar, BCU, 26 October 2026.

Worked example

Share sale by a foreign parent: price UYU 40,214,000 (US$1,000,000), documented fiscal cost UYU 24,128,400 (US$600,000). Gain UYU 16,085,600; IRNR at 12 percent UYU 1,930,272 (US$48,000). Without proof of cost the base is 20 percent of the price, UYU 8,042,800, and IRNR is UYU 965,136 (US$24,000).
Final dividend before exit: UYU 4,021,400 (US$100,000) out of IRAE taxed profits; IRNR at 7 percent UYU 281,498 (US$7,000); net UYU 3,739,902 (US$93,000), before any treaty relief or home country credit.
Liquidation payout: UYU 8,042,800 (US$200,000) of net assets, split in the distribution plan into UYU 4,021,400 capital refund and UYU 4,021,400 profits. Profits from IRAE taxed income bear 7 percent IRNR, UYU 281,498 (US$7,000); the gain on the redemption of capital falls under the Title 8 art. 19 literal D) exemption.

Step by step

Choose the route: share sale, profit and capital extraction while keeping the company, or dissolution and liquidation; test solvency first, because an insolvent company must file for concurso within 30 days (Ley 18.387 art. 10).
Before a share sale, assemble proof of the fiscal cost of the shares; without it the IRNR base defaults to 20 percent of the price (Title 7 art. 32).
For offshore sales, map Uruguayan assets over the 365 days before closing against the 50 percent and UI 31,500,000 tests and check the same owner exclusion (Title 8 art. 7 numeral 3)).
Before winding down, pay out IRAE taxed profits as dividends with 7 percent IRNR withheld, or plan for deemed dividends on income older than three years (Title 8 art. 14 and 18).
To return capital without dissolving, pass the extraordinary meeting resolution, publish it for ten days and wait the 30 day creditor window (Ley 16.060 art. 290 to 295).
To dissolve, adopt and register the dissolution, appoint liquidators, prepare the inventory within 30 days, settle or secure all debts, approve the final balance and distribution plan and transfer the assets (Ley 16.060 art. 159 to 180).
Close out: file the closing declaration with DGI and BPS stating that all liabilities are extinguished and assets allotted, cancel the S.A. share certificates, and let DGI notify the registry for cancellation (Ley 16.060 art. 181).
Remit the proceeds abroad in any convertible currency; no FX permit is needed (Ley 16.906 art. 5).

Common traps

The registry cancellation after the closing declaration is not a tax clearance: Ley 16.060 art. 181 states that the DGI notice does not certify that taxes were paid, so liabilities can surface later.
Deemed dividends: IRAE taxed income older than three fiscal years is taxed at 7 percent as if distributed, even if the cash is never paid out (Title 8 art. 14).
Since 1 January 2026 dividends out of untaxed income paid to a foreign corporate parent can be taxed when the parent's country credits the Uruguayan tax (Title 8 art. 19 literal C), Ley 20.446 art. 657).
Losing the cost file is expensive only in one direction: the 20 percent deemed gain is a fallback when cost cannot be proven, so a sale at a real loss with no documentation still bears 2.4 percent of the price.
Offshore restructurings are tested on a 365 day look back, so moving assets out shortly before a sale does not take it out of scope (Title 8 art. 7 numeral 3)).
Directors and liquidators carry the duty to file for concurso personally; missing the 30 day window is presumed gross fault and can lead to five to twenty years of disqualification (Ley 18.387 art. 10, 194 and 201).
Cash payouts are capped by the anti money laundering rules: capital refunds, profit payments, redemptions and capital reductions of commercial companies cannot be paid in cash above UI 200,000, or 5 percent of the deal up to UI 450,000, converted at the UI of the first day of the month (Ley 19.210 art. 35 as currently worded), so pay by bank transfer.

Sources

← Courts, arbitration and enforcement in UruguayWhat is normal abroad but works differently in Uruguay →