Countries › Uruguay › Guide › 10. Capital markets and finance › Investment funds and financial trusts in Uruguay: fund managers, fund rules, trusts, financial trustees and tax treatment

Investment funds and financial trusts in Uruguay: fund managers, fund rules, trusts, financial trustees and tax treatment

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

An investment fund is a separate pool without legal personality, co owned by its investors and run by a fund management S.A. with an exclusive object and BCU authorization; each fund is authorized when the BCU approves its rules (Ley Nº 16.774 art. 1, 5 and 15). A trust (fideicomiso) creates a ring fenced fiduciary estate beyond the reach of the creditors of the trustee and, once registered, of the settlor; only financial intermediaries and fund managers may be trustees of financial trusts, which issue participation certificates or debt securities (Ley Nº 17.703 art. 6, 7, 25 and 26). Publicly offered financial trusts get transfer tax, VAT and other exemptions, guarantee trusts are exempt from the transfer tax, and professional financial trustees are BCU supervised; trust law was amended from 1 January 2026 by Ley Nº 20.446 art. 695.

USD figures use UYU 40.21 per US dollar, the BCU quotation for DLS. USA BILLETE on 27 October 2026; amounts in Unidades Indexadas (UI) use UYU 6.6792 per UI, the BCU quotation for 27 October 2026, and amounts in Unidades Reajustables (UR) use UYU 1,940.77, the IMPO published UR value for September 2026 (the latest published on 27 October 2026). All were retrieved on 27 October 2026. Conversions are for orientation only.

Key facts

Investment fund manager licence	BCU authorization; S.A. with exclusive object Ley Nº 16.774 art. 5, as of 2026-10-27 · in force
Fund authorization	By BCU approval of the fund rules Ley Nº 16.774 art. 15, as of 2026-10-27 · in force
Redemption deadline in unlisted funds with a term over fifteen years	10 business daysLey Nº 16.774 art. 20, as of 2026-10-27 · in force
Maximum trust term when none is agreed	30 yearsLey Nº 17.703 art. 33, as of 2026-10-27 · in force
Who may be trustee of a financial trust	Financial intermediaries and investment fund managers Ley Nº 17.703 art. 26, as of 2026-10-27 · in force
Transfer tax exemption for guarantee trusts	Yes, on transfer in and back to settlor Ley Nº 17.703 art. 42, as of 2026-10-27 · in force

The rule

1. An investment fund is an independent pool of assets formed by contributions of individuals or companies for investment in securities and other assets. Funds are not companies and have no legal personality; they must be run by a fund management company that holds ownership powers without being owner, on behalf of investors, who are co owners of the assets in undivided form for the life of the fund and cannot demand its dissolution during its term. Participations may be represented by negotiable cuotapartes, and funds for qualified investors may issue different classes.
Cost to do it: No statutory fee is set in the law.
Example: A creditor of one investor cannot force a sale of fund assets; it can only pursue that investor's cuotapartes. / A US$50,000,000 fund for qualified investors may issue a class A for anchor investors and a class B for others.Ley Nº 16.774 (Investment Funds), as amended by Ley Nº 17.202, Art. 1, art. 3 and art. 4, 1996-09-27 official text · verified 2026-10-27

2. Fund management companies must be sociedades anónimas with registered or book entry shares and the exclusive object of managing funds, need BCU authorization, must declare their shareholders to the BCU and obtain its authorization before shares are transferred, and must keep the minimum capital set by the BCU in Uruguay. They may also be hired by other managers or by foreign entities to manage funds of any jurisdiction under BCU rules. Each fund needs separate accounts. Managers, their directors, managers and auditors are jointly liable to investors for breaches, and may not buy from, sell to or lease from the funds they manage.
Cost to do it: Minimum capital is set by the BCU and not quantified on this page.
Example: A Uruguayan fund manager can be appointed by a Cayman or Luxembourg fund sponsor to manage a foreign fund, under the BCU conditions in art. 5. / Selling a building worth US$3,000,000 owned by the manager to one of its funds is prohibited by art. 12.Ley Nº 16.774, Art. 5, art. 6, art. 7, art. 9, art. 11 and art. 12, 1996-09-27 official text · verified 2026-10-27

3. The manager applies to the BCU for authorization of each fund by filing the fund rules, and approval of the rules means the fund is authorized; changes to the rules also need BCU approval. The rules state duration (which may be unlimited), maximum size, nominal value, investment policy and other terms. Investors may demand redemption when the fund's term exceeds fifteen years and it is not listed, payable within ten business days unless the rules justify a longer term, and suspension is limited to three months. Funds may hold registered securities, public securities, bank deposits, foreign listed securities and other BCU approved assets.
Cost to do it: Authorization is by approval of the fund rules; BCU fees are not quantified on this page.
Example: A 20 year unlisted fund must honour redemption requests within ten business days unless its rules set a longer justified term. / An investor holding US$200,000 of cuotapartes in such a fund can request redemption at any time under art. 20.Ley Nº 16.774, Art. 15, art. 16, art. 20 and art. 21, 1996-09-27 official text · verified 2026-10-27

4. Closed credit funds may be formed to invest in homogeneous pools of credit rights, originally mortgage backed and, where regulation allows, with other guarantees; they need at least yearly external audits. Credits may be transferred by assignment or by listing them in the fund's constitution contract with the originator's written consent, and debtors may be notified by registered telegram or other suitable means. Factoring, meaning buying receivables from sales, services or works against advances with or without assuming risk, may use the same transfer and notice rules, and a global assignment of existing and future determinable receivables is valid.
Cost to do it: Transfers of credit rights to a closed credit fund and their guarantees are exempt from transfer taxes (art. 43).
Example: A consumer lender can securitize a portfolio of instalment loans into a closed credit fund and notify debtors by registered telegram. / A US$25,000,000 receivables pool assigned to the fund keeps its guarantees without separate transfer tax.Ley Nº 16.774, Titles V added by Ley Nº 17.202, Art. 30, art. 31, art. 33, art. 34, art. 45 and art. 46, 1999-09-24 official text · verified 2026-10-27

5. A trust is the legal transaction by which a settlor transfers property or rights to a trustee to manage or exercise them under the trust instructions for a beneficiary, returning or transferring them at the end of the term or condition. A trust between living persons must be in writing on pain of nullity, by public deed where the law requires it for the assets involved, and is valid title to transfer them. The trust assets form a separate estate from those of the settlor, trustee and beneficiary, must be identified and registered with the Dirección General de Registros, and are immune from the individual or collective actions of the trustee's creditors; once created between living persons, the settlor's creditors can only bring fraud actions. If the assets are insufficient, the trust is liquidated privately by the trustee, not through bankruptcy. A trust may not name the trustee as beneficiary, except guarantee trusts in favour of a financial intermediary. The maximum term where none is set is thirty years.
Cost to do it: Registration fees at the Dirección General de Registros and notarial fees are not quantified on this page.
Example: A developer places land and building permits in a trust so that buyers' payments are ring fenced from the developer's own creditors. / A guarantee trust holding a plant worth US$8,000,000 can name the lending bank as beneficiary even if the bank is also trustee, because art. 9 b) allows it for financial intermediaries.Ley Nº 17.703 (Trusts), Art. 1, art. 2, art. 6, art. 7, art. 8, art. 9 and art. 33, 2003-10-27 official text · verified 2026-10-27

6. Any natural or legal person may be a trustee; natural persons need capacity to trade. Professional financial trustees may act as trustees habitually and professionally, and the BCU keeps a public register of them recording their net worth and that of their partners, managers and directors. Only financial intermediaries and fund management companies may be trustees of financial trusts, meaning trusts whose beneficiaries hold participation certificates, debt securities backed by the trust assets, or mixed securities; these are negotiable securities. Professional financial trustees, fund managers, funds and publicly offered financial trusts are SSF supervised entities.
Cost to do it: The law sets no trustee registration fee; BCU fees are not quantified here.
Example: A company that wants to act as trustee for several real estate projects professionally must register with the BCU as a professional financial trustee. / A financial trust issuing US$30,000,000 of debt securities to the public needs a bank or fund manager as trustee.Ley Nº 17.703, art. 11 as worded by Ley Nº 20.446; Ley Nº 16.696 art. 37 G), Ley 17.703 art. 11, art. 12, art. 25, art. 26 and art. 27; Ley 16.696 art. 37 G), 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 of 16 December 2025, art. 695 (in force 1 January 2026), reworded art. 11, so that professional financial trustees act habitually and professionally while any person may still be trustee of a non financial trust.

7. Financial trusts whose certificates or securities are issued by public offering get, to encourage investment credit, exemption from the transfer tax for both parties on transfers made in performance of the trust and from VAT and other listed taxes on sales of goods and rights made in that performance. Publicly offered certificates and debt securities are treated for tax purposes like listed shares and publicly subscribed listed bonds respectively. Transfers made under a guarantee trust are exempt from the transfer tax, both into the trust and back to the settlor. The trustee is liable for the trust's tax obligations.
Cost to do it: The real estate transfer tax saved on a guarantee trust is the ITP described on the real estate page.
Example: Moving a warehouse into a guarantee trust for a bank loan, and back to the company when the loan is repaid, does not trigger the transfer tax. / On a property valued at US$1,000,000 the saving is the ITP that would otherwise apply on each transfer.Ley Nº 17.703, Art. 39, art. 41, art. 42 and art. 44, 2003-10-27 official text · verified 2026-10-27

Feature	Investment fund	Financial trust
Legal nature	Co owned pool without legal personality	Separate fiduciary estate held by the trustee
Manager or trustee	Fund management S.A. with BCU authorization	Financial intermediary or fund manager
Investor instrument	Cuotapartes, with classes for qualified investors	Participation certificates, debt securities or mixed securities
Approval	BCU approves fund rules	Public offering registration with the SSF if offered publicly
Insolvency	Fund assets do not answer for manager's debts	Insufficiency leads to private liquidation, not bankruptcy

Fund or trust (Ley Nº 16.774 and Ley Nº 17.703)

Worked example

Real estate project through a trust: a developer contributes land worth UYU 80,420,000 (US$2,000,000) to a trust; buyers' advance payments go into the trust, which builds and transfers units. The trustee's creditors cannot seize the trust assets (Ley Nº 17.703 art. 7), and if the money runs out the trustee liquidates privately (art. 8).
Fund redemption: an investor in a 25 year unlisted fund asks on 2 November 2026 to redeem cuotapartes worth US$150,000 (UYU 6,031,500). Unless the fund rules justify a longer term, the manager must pay within ten business days (Ley Nº 16.774 art. 20).

Step by step

Choose the vehicle: a fund for pooled portfolio investment, a financial trust for securitization or project finance, or a plain trust for guarantees and escrow like structures.
For a fund, incorporate or appoint an authorized fund management S.A. and file the fund rules with the BCU.
For a trust, sign the trust deed in writing (public deed for real estate), identify the assets and register them with the Dirección General de Registros.
For a public financial trust, use a bank or fund manager as trustee and register the offering with the SSF.
Check tax exemptions (art. 39 to 43 of Ley Nº 17.703) against the current IRAE and IVA titles before closing.

Common traps

An unregistered trust's restrictions on the trustee are not enforceable against third parties (Ley Nº 17.703 art. 17), so register before the trustee deals with the assets.
A trust naming the trustee as beneficiary is void unless it is a guarantee trust in favour of a financial intermediary (art. 9 b)).
Funds with terms over fifteen years that are not listed must offer redemption (Ley Nº 16.774 art. 20), which affects liquidity planning for long dated private funds.
Fund managers may not trade with their own funds or buy their cuotapartes (art. 12).

Sources

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