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Exiting through insolvency: the concurso filing duty, liquidation sales and director exposure

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

A Uruguayan company that cannot pay its debts must file for concurso within 30 days of insolvency, which is presumed for example when liabilities exceed assets or any debt is three months overdue. In liquidation the court first tenders the business as a going concern, with a floor of 50 percent of appraisal, and buyers of liquidation assets take them free of successor liability. Directors and liquidators who miss the filing or let assets leave face five to twenty years of disqualification and deficit orders, while workers are protected by a privilege up to UI 260,000 and a BPS guarantee fund up to UI 105,000.

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 for an insolvent debtor to file for concurso	30 daysLey 18.387 art. 10, as of 2026-10-27 · in force
Overdue obligation presumption of insolvency	3 monthsLey 18.387 art. 4, as of 2026-10-27 · in force
Minimum tender offer for a going concern sale	50 % of appraisalLey 18.387 art. 172, as of 2026-10-27 · in force
Disqualification range for directors in a culpable concurso	5 to 20 yearsLey 18.387 art. 201, as of 2026-10-27 · in force
Labour claim general privilege cap per worker	260000 UILey 18.387 art. 110, as of 2026-10-27 · in force
Majority for a pre insolvency private reorganization agreement	75 % of unsecured voting claimsLey 18.387 art. 214, as of 2026-10-27 · in force
Labour Credit Guarantee Fund cap per worker	105000 UILey 19.690 art. 8, as of 2026-10-27 · in force
Labour Credit Guarantee Fund employer contribution	0.025 % of taxable payLey 19.690 art. 10, as of 2026-10-27 · in force

The rule

1. Insolvency is presumed, subject to proof otherwise, when liabilities exceed assets under proper accounting, when there are two or more attachments for more than half the attachable assets, when any obligation is more than three months overdue, when taxes have gone unpaid for over a year, when the business premises close permanently, or when the BCU suspends or closes the debtor's current accounts. The debtor must request its own concurso within 30 days of knowing, or when it should have known, of its insolvency; for legal persons the duty lies with each director, liquidator and member of the internal control body.
Cost to do it: Court proceedings with interventor or síndico; professional fees vary.
Example: A subsidiary three months late on a supplier invoice is presumed insolvent, and its directors' 30 day filing clock may already be running. / Same rule whether the debt is US$10,000 or US$10,000,000.Ley Nº 18.387 (Insolvency and Business Reorganization Law), Art. 4 and art. 10, 2008-10-23 official text · verified 2026-10-27

2. The court orders liquidation of the estate when the debtor asks for it in its petition, when no composition is presented or accepted, when the composition is not approved or is breached, or when creditors holding the majority of unsecured voting claims request it. Opening the liquidation accelerates all prior claims and is just cause to terminate pending contracts. In every case the first goal is to sell the business as a going concern in a tender, with offers not below 50 percent of the appraised value and a preference on equal terms for a cooperative or company more than half owned by the workers.
Cost to do it: Tender costs borne by the estate.
Example: A distressed subsidiary appraised at UYU 40,214,000 cannot be sold in the tender for less than UYU 20,107,000. / US$1,000,000 appraisal, US$500,000 floor.Ley Nº 18.387, Art. 168, art. 170, art. 171 and art. 172, 2008-10-23 official text · verified 2026-10-27

3. If no going concern sale is achieved, the síndico presents a liquidation plan to the creditors' committee within 30 days of the tender being declared void; productive units are sold as a whole where possible, and where labour claims may go unpaid the judge may entrust the assets to a workers' cooperative. Buyers of assets, the establishment or the business sold in the liquidation do not carry the successor liability that the law otherwise imposes for commercial, labour, municipal, tax or other obligations.
Cost to do it: No successor liability for the buyer of liquidation assets.
Example: A buyer of a plant out of the concurso takes it free of the seller's tax and labour debts. / Material value for buyers of distressed US dollar assets.Ley Nº 18.387, Art. 174 and art. 177, 2008-10-23 official text · verified 2026-10-27

4. Among general privileges, labour claims accrued in the two years before the declaration rank first up to UI 260,000 per worker (with BPS claims for withheld employee contributions), followed by national and departmental taxes due in the four years before; claims of directors, administrators, internal control members and liquidators are unsecured. Before a declaration the debtor may sign a private reorganization agreement with creditors holding 75 percent of unsecured voting claims.
Cost to do it: Ranking affects recovery, not cost.
Example: UI 260,000 is about UYU 1,736,592. / About US$43,184 per worker.Ley Nº 18.387, Art. 110 (numeral 2 as worded by Ley Nº 19.355 art. 729) and art. 214, 2015-12-19 official text · verified 2026-10-27

5. A concurso is culpable, among other cases, where assets were hidden, funds were manifestly insufficient for the business in the two years before, assets left improperly, or accounts were missing or false; gross fault is presumed where the debtor did not file on time, did not cooperate, or did not prepare annual financial statements. The judgment disqualifies the debtor and its directors and liquidators, including de facto ones, and members of the internal control body from managing property or representing anyone for five to twenty years, and may order them to cover all or part of the deficit.
Cost to do it: Personal exposure up to the full shortfall.
Example: A foreign parent's appointed directors who let a subsidiary trade while insolvent can be ordered to fund the deficit personally. / Same at any deficit size.Ley Nº 18.387, Art. 193, art. 194 and art. 201, 2008-10-23 official text · verified 2026-10-27

6. A Labour Credit Guarantee Fund at the BPS pays workers of insolvent private employers, once their claims are verified in the concurso or by final labour judgment, up to UI 105,000 per worker: wages for the last six months, leave, vacation pay and year end bonus for the last two years, legal severance and the 10 percent surcharge on unpaid labour credits. It is financed by an employer contribution of 0.025 percent of taxable pay, and the BPS is subrogated against the employer.
Cost to do it: 0.025 percent employer contribution on taxable pay.
Example: UI 105,000 is about UYU 701,316 per worker. / About US$17,440 per worker.Ley Nº 19.690 (Labour Credit Guarantee Fund), Art. 1, art. 3, art. 6, art. 7, art. 8, art. 10 and art. 12, 2018-10-29 official text · verified 2026-10-27

7. IRAE taxpayers may defer over up to five fiscal years the income produced by debt haircuts obtained in a concurso.
Cost to do it: IRAE at 25 percent spread over up to five years.
Example: A UYU 8,042,800 haircut can be recognized as UYU 1,608,560 a year for five years. / US$200,000 haircut spread as US$40,000 a year.Texto Ordenado 2023 (DGI), Title 4 IRAE, Art. 26 (source Ley 18.387 art. 254), 2008-10-23 official text · verified 2026-10-27

Point	Solvent liquidation	Concurso liquidation
Who runs it	Liquidators chosen by the partners	Síndico appointed by the court
Trigger	Partners' decision or legal cause	Insolvency; 30 day filing duty
Sale of the business	Free	Going concern tender first, floor 50 percent of appraisal
Buyer's successor liability	Applies (Código Tributario art. 22)	Excluded (art. 177)
Directors' exposure	Ley 16.060 liability rules	Disqualification 5 to 20 years and deficit cover if culpable

Solvent wind down versus concurso (Ley 16.060 art. 159 to 181; Ley 18.387)

Worked example

A subsidiary with UYU 40,214,000 (US$1,000,000) of debts and UYU 24,128,400 (US$600,000) of assets is presumed insolvent. Either the parent funds the UYU 16,085,600 (US$400,000) gap and runs a solvent liquidation, or the directors file within 30 days and the court liquidates.
Workers left unpaid can recover from the BPS fund up to UYU 701,316 each (about US$17,440), and the BPS then claims against the estate.

Step by step

Test the art. 4 presumptions monthly once a wind down is considered.
Decide within 30 days of insolvency whether the parent recapitalizes or the directors file (art. 10).
If filing, the debtor asks for liquidation in its petition or proposes a composition (art. 168).
Cooperate with the síndico or interventor and keep accounts current to avoid culpability presumptions (art. 194).
Expect a going concern tender first (art. 171 and 172), then a piecemeal plan (art. 174).
Consider a private reorganization agreement with 75 percent of unsecured creditors before any filing (art. 214).

Common traps

The 30 day duty runs from when directors should have known, and for entities obliged to keep accounts knowledge is conclusively presumed from the date financial statements were or should have been prepared (art. 10).
Claims of directors and liquidators against the company lose the labour privilege (art. 110).
Assets that leave the company improperly before the filing make the concurso culpable as of right (art. 193), so pre filing transfers to the parent are high risk.
Directors can be disqualified for five to twenty years and ordered to cover the deficit (art. 201).

Sources

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