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Bringing capital into Uruguay and taking it back: contributions, capital reductions, redemptions and cash rules

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

Foreign capital enters Uruguay without prior authorization or registration (Ley Nº 16.906 art. 3) and can be repatriated freely in convertible currency (art. 5); there is no central bank registration of foreign direct investment. The constraints are corporate and anti money laundering rules: S.A. shares have a par value in Uruguayan pesos, a voluntary capital reduction needs a 10 day publication and a 30 day creditor opposition window, and cash contributions or refunds above UI 200,000 are banned. Gains on redemptions of equity in IRAE taxpayers are exempt from IRNR, while distributions of profits stay subject to the dividend rules.

USD figures use UYU 40.214 per US dollar, the BCU quotation for DLS. USA BILLETE on 26 October 2026, retrieved from the BCU quotations service on 27 October 2026. Amounts in Unidades Indexadas (UI) use UYU 6.6516 per UI (BCU quotation for 1 October 2026) where the norm fixes the UI of the first day of the month, and UYU 6.6792 per UI (27 October 2026) otherwise. Conversions are for orientation only.

Key facts

Prior authorization or registration of foreign investment	Not required Ley Nº 16.906 art. 3, as of 2026-10-27 · in force
Repatriation of foreign capital	Free transfer in freely convertible currency Ley Nº 16.906 art. 5, as of 2026-10-27 · in force
Publication of a capital reduction resolution	10 daysLey Nº 16.060 art. 294, as of 2026-10-27 · in force
Creditor opposition period after last publication	30 daysLey Nº 16.060 art. 294, as of 2026-10-27 · in force
Mandatory capital reduction when losses absorb reserves and this share of paid in capital	50 %Ley Nº 16.060 art. 293, as of 2026-10-27 · in force
IRNR on gains from redemption of equity in IRAE taxpayers	Exempt T.O. 2023 Title 8 art. 19 D), as of 2026-10-27 · in force
Cash ceiling on contributions, refunds and other payments	200000 UILey Nº 19.210 art. 35 a), as of 2026-10-27 · in force

The rule

1. Investments are admitted without prior authorization or registration, foreign investors get the same admission and treatment as nationals, and the State guarantees the free transfer abroad of capital, profits and other sums linked to the investment in freely convertible currency.
Cost to do it: No filing or fee for the investment itself; bank transfer charges apply.
Example: A foreign parent contributes UYU 20,107,000 to its Uruguayan S.A. by wire, with no BCU or ministry filing. / About US$500,000, no registration required.Ley Nº 16.906 (Investment Law), Art. 2, art. 3 and art. 5, 1998-01-07 official text · verified 2026-10-27

2. S.A. shares must have equal par value expressed in Uruguayan pesos, with the exceptions set by law; shares without par value are void. When capital is increased with new contributions, the payments made are communicated to the State control body (órgano estatal de control) after the increase is published.
Cost to do it: Publication and filing costs of the capital increase; see entities/sociedad-anonima for fees.
Example: A US dollar contribution is booked in pesos: US$500,000 received when the rate is UYU 40.214 supports UYU 20,107,000 of share capital and premium. / US$500,000 contribution, capital stated in pesos.Ley Nº 16.060 (Commercial Companies Law), Art. 289 and art. 296, 1989-09-04 official text · verified 2026-10-27

3. The extraordinary shareholders' meeting may reduce paid in capital, by redeeming shares or lowering par value, respecting equality among shareholders; a voluntary reduction needs a reasoned report of the statutory auditor or fiscal committee where one exists. The resolution must be published for 10 days, and creditors have 30 days from the last publication to oppose; opposing creditors must be paid or guaranteed, and holders of debentures must approve. These creditor steps do not apply to reductions to absorb losses or to amortizations of paid shares made with profits or free reserves. Reduction is mandatory when losses absorb the reserves and 50 percent of paid in capital.
Cost to do it: Publication costs in the Diario Oficial and another newspaper for 10 days, notarial and registry fees; about 40 days minimum before the refund can be paid.
Example: Refunding UYU 20,107,000 of capital to the foreign parent requires the 10 day publication and the 30 day opposition period before payment. / US$500,000 refund, at least about 40 days from first publication to payment.Ley Nº 16.060 (Commercial Companies Law), Art. 290 to 295, 1989-09-04 official text · verified 2026-10-27

4. Gains on redemptions of equity in IRAE taxpayers, IMEBA taxpayers and constitutionally exempt entities are exempt from IRNR. Exchange differences on holding foreign currency or on foreign currency deposits and credits are also exempt.
Cost to do it: No IRNR on a redemption gain; profits distributed as dividends remain taxed at 7 percent where applicable.
Example: If a foreign holder receives UYU 20,107,000 for shares it subscribed for less, the redemption gain is exempt from IRNR. / US$500,000 redemption, no IRNR on the gain.Texto Ordenado 2023 (DGI), Title 8 IRNR, Art. 19 literals D) and E), 2007-07-01 official text · verified 2026-10-27

5. For IRAE, balances of capital contribution and withdrawal accounts, placements and financial operations between a branch and its foreign head office are always capital accounts, and exchange differences on them are not computed.
Cost to do it: No IRAE effect from FX movements on head office capital accounts.
Example: A branch funded with US$500,000 by head office does not book a taxable gain or deductible loss when the peso moves. / Head office funding of US$500,000 is neutral for IRAE exchange differences.Decreto Nº 150/007 (IRAE regulation), Art. 17 and art. 63 BIS (added by Decreto Nº 572/009), 2009-12-15 official text · verified 2026-10-27

6. In commercial companies, cash (local or foreign notes and coins) may be used for capital contributions, irrevocable contributions, advances of funds, capital refunds, profit payments and payments on exclusion, withdrawal, reduction, redemption or amortization of shares only up to UI 200,000, or 5 percent of the operation if that does not exceed UI 450,000; the rest must be paid by bank transfer or other non cash means. The UI value is the one on the first day of the month of the operation.
Cost to do it: Fine of 25 percent of the cash paid beyond the limit, minimum UI 1,000 (UI 10,000 on repetition), payer and recipient jointly liable.
Example: In October 2026 a cash contribution can be at most UYU 1,330,320 (UI 200,000 at UYU 6.6516) unless 5 percent of the operation is higher, capped at UYU 2,993,220. / About US$33,081 of cash, or 5 percent up to about US$74,432.Ley Nº 19.210 (Financial Inclusion Law) as worded by Ley Nº 20.469; Decreto Nº 238/026, Ley 19.210 art. 35; Decreto 238/026 art. 1, 8 and 9, 2026-04-20 official text · verified 2026-10-27 · changed: Ley Nº 20.469 art. 3 (19 March 2026) replaced the UI 1,000,000 ceiling; Decreto Nº 238/026 applies it to payments from 20 April 2026.

Step	Rule	Timing or limit	Norm
Contribution from abroad	No authorization or registration	Bank transfer; cash only up to UI 200,000 (UYU 1,330,320, about US$33,081)	Ley 16.906 art. 3; Ley 19.210 art. 35
Capital increase in an S.A.	Report payments to the State control body (órgano estatal de control)	After publication	Ley 16.060 art. 289
Voluntary capital reduction	Extraordinary meeting, auditor report, equal treatment	10 days publication plus 30 days creditor opposition	Ley 16.060 art. 290, 291, 294
Redemption gain to a non resident	Exempt from IRNR	Not applicable	T.O. 2023 Title 8 art. 19 D)
Refund remitted abroad	Free transfer	No waiting period	Ley 16.906 art. 5

Capital in and out of a Uruguayan company (Ley Nº 16.906, Ley Nº 16.060, T.O. 2023 Title 8, Ley Nº 19.210); USD at UYU 40.214, UI at UYU 6.6516

Worked example

US$500,000 in and out: a foreign parent wires US$500,000 (UYU 20,107,000) to subscribe shares in its Uruguayan S.A.; no FX registration is filed. Three years later the S.A. reduces capital by the same amount: the extraordinary meeting resolves it, the resolution is published for 10 days, creditors get 30 days to oppose, and the company then wires US$500,000 back. No IRNR applies to a redemption gain; any accumulated profits paid out alongside are dividends taxed at 7 percent if they come from IRAE taxed income.
Cash limit: if the parent's local representative tried to pay UYU 2,000,000 (about US$49,734) of the contribution in cash in October 2026, only UYU 1,330,320 (about US$33,081) would be allowed; the fine on the UYU 669,680 excess would be UYU 167,420 (about US$4,163), shared jointly by payer and company.

Step by step

1. Open the company's bank account and pass the bank's know your customer review of the foreign shareholder (see fx/bank-accounts-and-deposits-for-non-residents).
2. Wire the contribution; document the payment means in the subscription or capital increase deed when it reaches UI 200,000 (Decreto 238/026 art. 4).
3. Publish the capital increase and report the payments to the State control body (Ley 16.060 art. 289).
4. To return capital, call an extraordinary meeting, obtain the statutory auditor's report if there is one, and publish the reduction for 10 days.
5. Wait 30 days from the last publication for creditor oppositions; pay or guarantee any opposing creditor; then amend the bylaws (art. 295).
6. Pay the refund by transfer and wire it abroad; separate any profit component, which follows the dividend rules (fx/dividends-and-profit-repatriation).

Common traps

A capital refund cannot be paid the day it is approved: the 10 day publication and 30 day opposition period are mandatory for voluntary reductions.
Debenture holders must approve a capital reduction if the company issued negotiable obligations (art. 294).
Share capital is stated in pesos, so a dollar refund later may not match the original dollar contribution; price the FX risk.
Using cash for contributions or refunds above the ceiling exposes both payer and company to a 25 percent fine, and registries will not definitively register deeds without the payment means identified.
Losses that absorb reserves and half of paid in capital force a capital reduction (art. 293); plan recapitalizations before that point.

Sources

Related: Uruguay country profile · live dashboard · central bank and release calendar · our posts on X · where Argentina is involved, see The Argentine Thread guide

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