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Leaving as a minority partner: withdrawal rights, exclusion and payout

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

A partner or shareholder who cannot or will not sell can leave through the statutory withdrawal right, triggered in an S.A. by mergers, spin offs, transformations, capital reintegrations and other major changes, with notice within 30 days of the publication. Unless the contract says otherwise, the stake is paid at net worth on the date of the triggering event, in cash or within one year, and the partner has 60 days to challenge the value in court. Partners can also be excluded for just cause, the company can revoke the triggering resolution within 60 days, and redemption gains of foreign shareholders are exempt from IRNR.

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 ask the court to admit a withdrawal	30 daysLey 16.060 art. 150, as of 2026-10-27 · in force
S.A. shareholder withdrawal notice after publication	30 daysLey 16.060 art. 363, as of 2026-10-27 · in force
Company's term to revoke the triggering resolution	60 daysLey 16.060 art. 151, as of 2026-10-27 · in force
Partner's term to sue for valuation differences	60 daysLey 16.060 art. 154, as of 2026-10-27 · in force
Maximum instalment period for paying the outgoing partner	1 yearsLey 16.060 art. 154, as of 2026-10-27 · in force

The rule

1. Any partner may withdraw (receso) in the cases provided by law or the contract. The withdrawing partner can agree a partial rescission with the others by amending the contract; failing agreement, it can ask the court to admit the withdrawal, filing within 30 days of learning of the triggering fact or within the special terms set by law, or the right lapses. The withdrawal right cannot be waived or restricted, but the company can revoke the resolution that triggered it within 60 days after that term if the withdrawal threatens its stability.
Cost to do it: Court costs if no agreement.
Example: A minority partner who disagrees with a change of corporate purpose can leave rather than sell to an outside buyer. / Same at any stake value.Ley Nº 16.060 (Commercial Companies Law), Art. 150 and art. 151, 1989-09-04 official text · verified 2026-10-27

2. In an S.A., dissenting, blank voting, abstaining and absent shareholders may withdraw from resolutions on merger, spin off, transformation, extension of term, transfer of domicile abroad, fundamental change of purpose, capital increase or reintegration of paid in capital (not from early dissolution or bonus share issues), by formal notice within 30 days of the last publication of the resolution; if any withdraw, a new extraordinary meeting within 60 days decides whether to keep or revoke the resolution. In listed open companies, capital increases or reintegrations and mergers or spin offs that keep the resulting companies open do not give a withdrawal right.
Cost to do it: The company pays the participation value.
Example: A 15 percent shareholder absent from the meeting approving a merger can notify withdrawal within 30 days of the publication. / Same at any value.Ley Nº 16.060, Art. 362 (as worded by Ley Nº 17.243 art. 59) and art. 363, 2000-06-29 official text · verified 2026-10-27

3. Unless agreed otherwise, the outgoing partner's stake is valued on the company's net worth at the date of the event or agreement causing the partial rescission, or of the exclusion claim. The company communicates the value with the balance, and the partner has 60 days to sue for any difference. Payment may be in cash or instalments over up to one year; if the company defaults, the whole amount becomes due after a court demand, with the company's own liquidation serving as an enforceable title, and unpaid balances carry the average bank lending rate. After a withdrawal, claims for payment can be filed only once the company's 60 day revocation term has passed.
Cost to do it: Payment within one year at most, with interest on late instalments.
Example: A partner holding 25 percent of a company with net worth of UYU 40,214,000 is owed UYU 10,053,500, payable in up to one year. / US$250,000 for a 25 percent stake in a US$1,000,000 net worth company.Ley Nº 16.060, Art. 154, 1989-09-04 official text · verified 2026-10-27

4. A partner may be excluded for just cause, which includes serious breach of obligations, other legal cases and the partner's bankruptcy, civil insolvency or judicial liquidation; a contrary pact is void. Partners may agree the partial rescission by amending the contract, or it may be declared by a court; if the company decides it, the majority of the remaining partners must agree, and the judge may provisionally suspend the partner's rights.
Cost to do it: Litigation cost where contested.
Example: A partner whose own estate enters judicial liquidation can be excluded, with its stake paid at net worth value. / Same.Ley Nº 16.060, Art. 147 and art. 148, 1989-09-04 official text · verified 2026-10-27

5. Withdrawals, exclusions, reductions and redemptions are payments for which commercial companies may use cash only up to UI 200,000, or 5 percent of the operation up to UI 450,000.
Cost to do it: Bank transfer costs.
Example: UI 200,000 is about UYU 1,335,840. / About US$33,218.Ley Nº 19.210, art. 35 as worded by Ley Nº 20.469, Art. 35, 2026-03-19 official text · verified 2026-10-27

6. For a foreign shareholder, gains from redemptions in the equity of IRAE taxpayers are exempt from IRNR.
Cost to do it: No IRNR on a redemption gain.
Example: The UYU 10,053,500 paid to a withdrawing foreign shareholder by redemption bears no IRNR on the gain. / US$250,000 with no IRNR on the gain.Texto Ordenado 2023 (DGI), Title 8 IRNR, Art. 19 literal D), 2006-12-27 official text · verified 2026-10-27

Route	Trigger	Price	Timing
Sale of shares or quotas	Agreement with buyer; SRL consent rules	Negotiated	SRL: 15 day objection window (art. 232)
Withdrawal (receso)	Statutory or contractual trigger	Net worth at event date, unless agreed	30 day notice; paid within one year
Exclusion	Just cause	Net worth at claim date	Court if not agreed
Liquidation	Dissolution	Share of final distribution	Ley 16.060 art. 178 to 180

Ways a minority or partner can leave (Ley 16.060 art. 147 to 154, 232, 362 and 363)

Worked example

A foreign minority with 25 percent of a Uruguayan S.A. votes against a merger. It notifies withdrawal within 30 days of the publication. Net worth at the resolution date is UYU 40,214,000 (US$1,000,000), so its stake is UYU 10,053,500 (US$250,000), payable within one year by bank transfer; the redemption gain is exempt from IRNR (Title 8 art. 19 literal D)).

Step by step

Check the bylaws and any shareholders' agreement for contractual exit rights and valuation pacts (art. 150 and 154).
Identify whether the resolution triggers a statutory withdrawal right (art. 362).
Notify withdrawal formally within 30 days of the last publication (art. 363).
Wait for the company's 60 day revocation window to close (art. 151 and 154).
Review the value communicated with the balance and sue within 60 days if it is too low (art. 154).
Collect payment by bank transfer above the cash limit (Ley 19.210 art. 35).

Common traps

Missing the 30 day notice extinguishes the right (art. 363).
The company may revoke the triggering resolution within 60 days, leaving the partner in place (art. 151).
Valuation is at net worth unless the contract says otherwise, which can be well below a sale value for a growing business (art. 154).
There is no withdrawal right against an early dissolution resolution in an S.A. (art. 362.1).

Sources

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