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Public offerings, private placements and listings in Uruguay: Securities Register, prospectus, exchanges and brokers

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

A public offering, meaning any communication to the public or to groups of it to buy, sell or swap securities, needs the issuer and the securities to be entered in the Securities Register kept by the Superintendencia de Servicios Financieros (Ley Nº 18.627 art. 2 and 3); the central and departmental governments and the BCU are exempt. Private placements are allowed without registration if they say so expressly, are placed directly with identified buyers, are not listed and are not advertised; a generalized invitation to a bank's own clients is a public offering even without advertising. Publicly offered securities must be book entry, trade on exchanges that are S.A.s authorized by the SSF through brokers that are commercial companies with natural person or traceable shareholders, and from 1 January 2027 the BCU may impose interoperability between exchanges (Ley Nº 20.531 art. 307).

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

Registration needed for a public offering	Yes: issuer and securities in the SSF Securities Register; central and departmental governments and the BCU exempt Ley Nº 18.627 art. 3, as of 2026-10-27 · in force
Private placement conditions	Express private legend, direct placement with identified persons, no listing, no advertising, statement that it is not SSF registered Ley Nº 18.627 art. 2, as of 2026-10-27 · in force
Book entry form for publicly offered securities	Mandatory Ley Nº 18.627 art. 19, as of 2026-10-27 · in force
Legal form of a stock exchange	Sociedad anónima with registered shares, SSF authorization Ley Nº 18.627 art. 89 and 90, as of 2026-10-27 · in force
BCU power to impose exchange interoperability	From 1 January 2027 Ley Nº 20.531 art. 307 (Ley Nº 18.627 art. 88 BIS), as of 2026-10-27 · pending
Licence needed to act as securities broker	Yes: SSF authorization and registration Ley Nº 18.627 art. 96 and 97, as of 2026-10-27 · in force

The rule

1. A public offering of securities is a communication addressed to the public in general or to certain sectors or specific groups of it to acquire, sell or swap securities; an invitation made generally to an institution's clients is a public offering even without advertising. Private issues are outside the offering title, but they must state expressly that they are private, may be placed only directly with identified persons, may not be listed or advertised, and the issuer must state that they are not registered with the SSF. The SSF sets general rules on when an offer is public.
Cost to do it: A private placement has no registration cost; the cost is drafting the private placement legend and controlling distribution.
Example: A Uruguayan company placing notes with five identified local investors by direct contact, with a legend saying the issue is private and not registered with the SSF, stays outside the registration duty. / The same US$5,000,000 note sent by a bank to its whole client base is a public offering and needs registration.Ley Nº 18.627 (Securities Market Law), Art. 2 and art. 9 numeral 4, 2009-12-02 official text · verified 2026-10-27

2. Securities may be offered publicly only after both the securities and the issuer are entered in the Securities Register kept by the SSF. The issuer files the application; the SSF may set different requirements by type of security, offer, target investor and issuer, and the authorized prospectus governs the issue and is the only one that may be filed with trading venues. Issuers must disclose truthfully, sufficiently and on time all essential information about themselves, the securities and the offer.
Cost to do it: The law sets no registration fee; SSF fees and exchange listing fees are set by BCU and exchange rules and are not quantified on this page.
Example: A family owned exporter planning its first bond files the issuer and the issue with the SSF, gets the prospectus authorized, and only then markets the bond. / Marketing a US$20,000,000 bond before the SSF authorizes the prospectus would be an unregistered public offering.Ley Nº 18.627, art. 3 as worded by Ley Nº 19.820, Art. 3, art. 4 and art. 5, 2019-09-18 official text · verified 2026-10-27

3. The SSF may set up a simplified regime for public offerings that exempts issuers from all or part of the corporate governance title (except the directors' loyalty duty of art. 82) and from the duty to appoint a registered external auditor, taking into account the issuer's size, the amount of the issue and the target investors.
Cost to do it: Lower compliance cost for small issuers, within the limits the SSF sets in its rules.
Example: A medium sized company issuing a small note to qualified investors may use the simplified regime rather than the full prospectus and governance package, if it meets the SSF conditions. / The thresholds for the simplified regime are set by SSF regulation, not by the law, and are not quantified here.Ley Nº 18.627, art. 80 final paragraph added by Ley Nº 19.996, Art. 80, 2021-11-03 official text · verified 2026-10-27

4. Securities of public offering must be represented by book entries; privately offered securities may be book entry or physical. Book entry securities may be centrally registered or, since Ley Nº 20.345, decentrally registered on distributed ledger technology under BCU rules.
Cost to do it: Registrar costs are contractual and not quantified here.
Example: A tokenized note issued on a distributed ledger can be a valid book entry security if it meets the BCU regulation for decentralized registry. / A US$1,000,000 tokenized issue offered to the public still needs registration in the Securities Register.Ley Nº 18.627, art. 14 as worded by Ley Nº 20.345; art. 19, Art. 14 and art. 19, 2024-09-19 official text · verified 2026-10-27

5. Exchanges and other trading venues for publicly offered securities are supervised by the SSF and must regulate and police their own markets. An exchange must be a sociedad anónima with registered shares (older exchanges may keep their prior form), include bolsa de valores in its name, have an exclusive object, hold the minimum capital and guarantees set by the SSF, and obtain prior SSF authorization. From 1 January 2027 the BCU may set requirements for interconnection and interoperability between exchanges, with reciprocal and non discriminatory access for authorized participants.
Cost to do it: Minimum capital and guarantees for exchanges are set by the SSF and not quantified here.
Example: A broker member of one exchange may in future gain access to another exchange's system on regulated, non discriminatory terms. / Interoperability rules depend on BCU regulation still to be issued under the new article.Ley Nº 18.627; art. 88 BIS added by Ley Nº 20.531 (Rendición de Cuentas 2025), Art. 87 to 90; art. 88 BIS (Ley 20.531 art. 307), in force under Ley 20.531 art. 2, 2026-10-01 official text · verified 2026-10-27 · changed: Ley Nº 20.531, promulgated 1 October 2026 and in force from 1 January 2027 (art. 2), added art. 88 BIS on exchange interoperability.

6. Securities intermediaries, called corredores de bolsa when they are exchange members and agentes de valores otherwise, need SSF authorization and entry in the Register of Securities Intermediaries. They must be commercial companies whose partners are natural persons, or S.A.s with registered shares held by natural persons or with the shareholding chain disclosed up to the controller; include the word corredor de bolsa or agente de valores in their name; keep the SSF minimum capital, adequate controls and fit and proper directors; and post a guarantee before authorization that stays in place for a year after they stop operating. Except for banks, brokerage must be their exclusive object. Investment advisers who advise on or route orders in publicly offered securities may be regulated and supervised by the SSF.
Cost to do it: Guarantee and minimum capital amounts are set by the SSF, scaled to volume and whether the broker trades for its own account; they are not quantified here.
Example: A foreign asset manager wanting to sell funds to Uruguayan clients through a local entity sets up an agente de valores or an investment adviser, depending on whether it will execute and custody. / A broker that stops operating must keep its guarantee for one year afterwards, or until court cases filed in that year end.Ley Nº 18.627, Art. 94, art. 96, art. 97, art. 98, art. 101 and art. 117, 2009-12-02 official text · verified 2026-10-27

7. Issuers of public offering securities, fund managers, insurers, intermediaries and all other SSF supervised entities must appoint external auditors from the SSF register, applying international auditing standards; for listed issuers the shareholders' meeting appoints and may remove them. When a rating is required, the rating agency must come from the SSF register, also appointed by the shareholders' meeting.
Cost to do it: Audit and rating fees are market priced and not quantified here.
Example: A listed issuer that removes its auditor must explain the reasons to the SSF. / The audit requirement applies whether the issue is UYU 40,210,000 or US$100,000,000.Ley Nº 18.627, Art. 113 and art. 115, 2009-12-02 official text · verified 2026-10-27

8. Where an issue states expressly that it is offered internationally, publicly or not, the issuer may freely choose the governing law and jurisdiction, while still meeting the registration rules where applicable; holders may always choose instead the courts of the issuer's domicile, and once a holder chooses by appearing in court the choice is final.
Cost to do it: No cost; it is a drafting choice.
Example: A Uruguayan company issuing bonds abroad under New York law and courts keeps that choice valid, but a holder may still sue in Montevideo. / The same applies to a US$300,000,000 international bond.Ley Nº 18.627, Art. 121, 2009-12-02 official text · verified 2026-10-27

Feature	Public offering	Private placement
SSF registration	Issuer and securities registered	None, but must state it is not registered
Who can be approached	Public, sectors or groups, including a bank's whole client base	Identified persons, by direct placement
Listing on an exchange	Yes, using the authorized prospectus	Not allowed
Advertising	Allowed under SSF rules	Not allowed
Form	Book entry only	Book entry or physical

Public offering or private placement (Ley Nº 18.627 art. 2 and 3)

Worked example

First bond issue: a Uruguayan agribusiness wants to raise UYU 201,050,000 (US$5,000,000) from local pension funds and retail investors. Because retail investors are approached it is a public offering, so it registers as issuer, files the prospectus with the SSF, appoints a registered external auditor and, if a rating is required, a registered rating agency, issues book entry notes and lists them on an exchange through a broker.
Club deal instead: the same company places US$5,000,000 of notes with three identified institutional investors by direct negotiation, with a private placement legend and no listing; no SSF registration is needed, but the notes cannot later be marketed to the public or listed.

Step by step

Decide public or private: list everyone who will be approached; a generalized invitation, even only to a bank's clients, is public.
For a public offering, register the issuer and the issue with the SSF and get the prospectus authorized before any marketing.
Appoint an external auditor from the SSF register (and a registered rating agency if required) through the shareholders' meeting.
Use a registrar for book entry form, appoint a holders' representative for debt (see the bonds page), and list through a corredor de bolsa.
After issue, keep disclosing essential information and relevant facts on time.

Common traps

Sending an offer to a bank's or broker's full client list is a public offering even without advertising (Ley Nº 18.627 art. 2).
A private issue that omits the express statement that it is not registered with the SSF breaches art. 2, and listing it or advertising it is prohibited.
Brokers other than banks must have brokerage as their exclusive object and natural person or traceable shareholders; a holding company with undisclosed owners cannot be the shareholder (art. 97 and 98).
Issues placed through crowdfunding platforms follow a separate regime in art. 93 BIS; see the fintech page.

Sources

← Banks and financial intermediaries in Uruguay: licence types, who approves, ownership control and sanctionsCorporate bonds (obligaciones negociables) in Uruguay: who may issue, the issue document, holders' representative, guarantees and enforcement →