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Selling shares of a Uruguayan company: IRNR on the gain, cost proof and transfer formalities

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

A non resident selling shares of a Uruguayan S.A., SAS or SRL pays IRNR at 12 percent on the gain, computed as price less the UI indexed fiscal cost, or on 20 percent of the price where cost cannot be proven. There is no buyer withholding on private share sales, so the foreign seller declares and pays through a resident representative; small sales up to UI 30,000 and redemptions by the company are exempt. Corporate steps are light for an S.A. (written notice and share register entry) and heavier for an SRL (75 percent or unanimous consent and a BPS certificate), and the company must update the BCU beneficial ownership register within 45 or 90 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

IRNR rate on a non resident's gain on Uruguayan shares	12 %T.O. 2023 Title 8 art. 18 literal B), as of 2026-10-27 · in force
Deemed gain where the fiscal cost cannot be proven	20 % of priceT.O. 2023 Title 7 art. 32, as of 2026-10-27 · in force
Effective IRNR on price when cost cannot be proven	2.4 % of priceT.O. 2023 Title 7 art. 32; Title 8 art. 18 B), as of 2026-10-27 · in force
Exempt transfer price ceiling per operation	30000 UIT.O. 2023 Title 8 art. 19 literal H), as of 2026-10-27 · in force
Buyer withholding on private share sale price	None designated by law textT.O. 2023 Title 8 art. 10, as of 2026-10-27 · in force
Deadline to report a change of non resident shareholders or beneficial owners to the BCU	90 daysDecreto 166/017 art. 11, as of 2026-10-27 · in force
Consent to assign SRL quotas to a third party	75 percent of capital (more than five partners) or unanimity (five or fewer) textLey 16.060 art. 232, as of 2026-10-27 · in force

The rule

1. A non resident that sells shares of a Uruguayan S.A. or SAS, or quotas of an SRL, earns Uruguayan source income classed as an incremento patrimonial (capital gain) and pays IRNR at the 12 percent rate for other income. The taxable amount follows the IRPF rules for capital gains, and gains cannot be offset against other classes of income; offsetting within capital gains follows the IRPF rules.
Cost to do it: 12 percent of the computed gain; no transfer tax or stamp duty on the share transfer is set in these articles.
Example: Gain of UYU 16,085,600 on a share sale bears IRNR of UYU 1,930,272. / A gain of US$400,000 bears US$48,000 of IRNR.Texto Ordenado 2023 (DGI), Title 8 IRNR and Title 7 IRPF (source Ley Nº 18.083), Title 8 art. 6 literal D), art. 13 literal B) and art. 18 literal B); Title 7 art. 26, 2006-12-27 official text · verified 2026-10-27

2. Where the fiscal cost of the shares can be reliably proven, the gain is computed with the real estate method: price less the fiscal cost, which is the acquisition value updated by the change in the UI from the first day of the month after purchase to the last day of the month before the sale. If the cost cannot be proven, the taxable gain is 20 percent of the price, and for assets acquired before Ley 18.083 took effect the seller may elect that 20 percent basis. From 2026 the cost of assets located abroad is measured in the investment currency and an annual 20 percent election exists for them; this does not change the rule for Uruguayan shares.
Cost to do it: 12 percent of the real UI indexed gain, or 12 percent of 20 percent of the price (2.4 percent of the price).
Example: Shares bought for UYU 20,107,000 with a 20 percent UI increase since purchase have a fiscal cost of UYU 24,128,400; sold for UYU 40,214,000, the gain is UYU 16,085,600. Without proof of cost the base is UYU 8,042,800. / US$500,000 cost indexed to US$600,000, US$1,000,000 price: gain US$400,000, tax US$48,000; on the 20 percent basis US$24,000.Texto Ordenado 2023 (DGI), Title 7 IRPF, as amended by Ley Nº 20.446, Title 7 art. 29 literal B) and art. 32 (paragraphs added by Ley 20.446 art. 651), 2026-01-08 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 651, published 8 January 2026, added the rules for assets located abroad (cost in the investment currency, listed assets at their 31 December 2025 price, annual 20 percent option).

3. Small disposals are exempt: gains on transfers whose individual price does not exceed UI 30,000, as long as the year's total of such transfers is below UI 90,000. Gains on redemptions (rescates) in the equity of IRAE taxpayers are also exempt, so a buy back of shares by the company itself is not taxed as a share sale gain.
Cost to do it: No IRNR where the exemption applies.
Example: UI 30,000 is about UYU 200,376; UI 90,000 is about UYU 601,128. / About US$4,983 per transfer and US$14,948 per year.Texto Ordenado 2023 (DGI), Title 8 IRNR, Art. 19 literals D) and H), 2006-12-27 official text · verified 2026-10-27

4. The law designates IRAE taxpayers as withholding agents only for business income, labour income and capital income (literals A to C of art. 6) paid to non residents, which excludes capital gains, so a buyer does not withhold IRNR from the price of private shares. A non resident whose income is not subject to withholding must appoint a person resident in Uruguay to represent it before the DGI when it starts earning Uruguayan source income. IRNR is assessed and paid annually with a 31 December close, and an entity that stops earning taxable income in Uruguay must close its fiscal year at that point.
Cost to do it: Representative and adviser fees are agreed privately; the tax itself is 12 percent of the gain.
Example: A foreign parent selling its Uruguayan subsidiary for UYU 40,214,000 receives the full price and must itself declare and pay the IRNR of UYU 1,930,272 through its Uruguayan representative. / US$1,000,000 received gross; US$48,000 payable by the seller.Texto Ordenado 2023 (DGI), Title 8 IRNR; Decreto Nº 149/007 (IRNR regulation), Title 8 art. 8 literal D) and art. 10; Decreto 149/007 art. 18 and art. 24, 2007-04-26 official text · verified 2026-10-27

5. Shares of an S.A. transfer freely; the bylaws may limit, but not prohibit, the transfer of registered or book entry shares, and the limit must appear on the certificate or register. Transfers of registered and book entry shares, and liens over them, must be notified to the company in writing and entered in its share register, and take effect against the company and third parties from that entry.
Cost to do it: No registry fee is set in these articles; legal and notarial fees are agreed privately.
Example: A sale of all shares for UYU 40,214,000 is effective against the company only once entered in its share register. / A US$1,000,000 share sale follows the same entry rule.Ley Nº 16.060 (Commercial Companies Law), Art. 305 and art. 333, 1989-09-04 official text · verified 2026-10-27

6. SRL quotas transfer freely between partners, but to a third party only with the consent of partners holding 75 percent of the capital when there are more than five partners, or unanimously with five or fewer, ignoring the seller's capital. The seller notifies the others, who have 15 days to object (silence is consent); after a court authorization the remaining partners have 10 days to buy. The buyer is jointly liable with the seller for unpaid contributions until the two year guarantee period ends. Assigning SRL quotas also requires the BPS ordinary certificate of good standing.
Cost to do it: No fee is set in these articles; the BPS certificate is valid for 180 calendar days from the day after issue (Ley 16.170 art. 665).
Example: A foreign partner holding 60 percent of a three partner SRL needs both other partners' consent to sell to an outsider. / Same rule whatever the price.Ley Nº 16.060; Ley Nº 16.170 (BPS certificates), Ley 16.060 art. 229, 231 and 232; Ley 16.170 art. 663 numeral 7, 1990-12-28 official text · verified 2026-10-27

7. After the closing, the Uruguayan company must report changes in its shareholders, ownership chain or beneficial owners to the Banco Central del Uruguay within 45 days, or 90 days where the change concerns non resident holders, chain members or beneficial owners.
Cost to do it: No fee is set in the article.
Example: A sale of a Uruguayan S.A. from one foreign parent to another must be reported within 90 days. / Same deadline regardless of deal size.Decreto Nº 166/017 (regulation of Ley Nº 19.484), art. 11 as worded by Decreto Nº 272/022, Art. 11, 2022-08-30 official text · verified 2026-10-27

Item	Real gain method	20 percent basis
Price	UYU 40,214,000	UYU 40,214,000
Fiscal cost (UI indexed)	UYU 24,128,400	Not used
Taxable amount	UYU 16,085,600	UYU 8,042,800
IRNR at 12 percent	UYU 1,930,272	UYU 965,136
IRNR in US$	US$48,000	US$24,000
Effective rate on price	4.8 percent	2.4 percent

IRNR on a share sale by a non resident: real gain versus 20 percent basis (T.O. 2023 Title 7 art. 29 and 32; Title 8 art. 18). UYU at 40.214 per US dollar.

Worked example

Foreign parent sells 100 percent of a Uruguayan S.A. for UYU 40,214,000 (US$1,000,000). It paid UYU 20,107,000 (US$500,000) and the UI rose 20 percent since, so the fiscal cost is UYU 24,128,400. Gain UYU 16,085,600; IRNR UYU 1,930,272 (US$48,000), paid by the seller through its Uruguayan representative.
Same sale with no proof of cost: taxable amount 20 percent of price, UYU 8,042,800; IRNR UYU 965,136 (US$24,000). The 20 percent basis is cheaper here, but it is a fallback for missing cost evidence, not an election, except for assets acquired before Ley 18.083 took effect.

Step by step

Assemble the cost file: purchase deed or subscription, capital contributions, and the UI values for the indexation (Title 7 art. 29).
Check the target's bylaws for share transfer limits (Ley 16.060 art. 305) or, for an SRL, run the 15 day consent procedure (art. 232).
For an SRL, obtain the BPS certificate before the quota assignment (Ley 16.170 art. 663 numeral 7).
Sign the transfer, notify the company in writing and record it in the share register (art. 305 and 333).
Appoint a resident representative before the DGI if the seller has no other Uruguayan presence, and declare and pay the IRNR (Decreto 149/007 art. 18 and 24).
The company reports the new shareholders and beneficial owners to the BCU within 45 or 90 days (Decreto 166/017 art. 11).
Remit the price abroad without FX permits (Ley 16.906 art. 5).

Common traps

The buyer does not withhold, so the DGI looks to the seller; a foreign seller that never registers can face the ten year prescription period for undeclared tax (Código Tributario art. 38).
A real loss does not avoid tax when the cost cannot be documented: the 20 percent basis taxes 2.4 percent of the price regardless.
Shares sold for more than UI 30,000 lose the small transfer exemption entirely; it is not a deductible allowance (Title 8 art. 19 literal H)).
Payment of the price in cash is capped by Ley 19.210 art. 35 (UI 200,000, or 5 percent of the deal up to UI 450,000); pay by transfer.
Treaty relief depends on the capital gains article of the treaty with the seller's country; check the DGI treaty list before pricing the tax. For the Uruguay Argentina agreement see the taxes section and The Argentine Thread.

Sources

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