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Acquiring a Uruguayan company: merger clearance, share and quota transfer formalities, business transfers and the tax on the seller

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

Buying a Uruguayan business needs no foreign investment approval, but deals where the parties' Uruguayan turnover reaches UI 500 million combined and UI 30 million for at least two of them need prior clearance from the competition commission, which must decide within 30 days of a complete filing (extendable by 60, plus up to 60 to assess remedies), and the deal cannot close before clearance. Shares of an S.A. transfer freely unless the bylaws limit them, but the transfer only binds the company and third parties once registered in its share register; SRL quotas need the consent of the other partners. Asset buyers of a going business face the 1904 publication rules and one year of joint liability for the seller's taxes, and nonresident sellers pay 12 percent IRNR on the gain, including on some indirect sales of foreign holding companies.

USD figures use UYU 40.210 per US dollar, the Banco Central del Uruguay quotation for DLS. USA BILLETE on 27 October 2026, and the Unidad Indexada (UI) at UYU 6.6792 for 27 October 2026, both retrieved from the BCU quotations service on the verification date. Amounts the law sets in UI or pesos are quoted as written; conversions are for orientation only.

Key facts

Foreign investment approval needed to buy a Uruguayan company	None Ley Nº 16.906 art. 3, as of 2026-10-27 · in force
Merger control: combined Uruguayan turnover threshold	500000000 UILey Nº 18.159 art. 7 (Ley Nº 20.212 art. 192), as of 2026-10-27 · in force
Merger control: turnover threshold for each of two parties	30000000 UILey Nº 18.159 art. 7 (Ley Nº 20.212 art. 192), as of 2026-10-27 · in force
Deal cannot close before clearance	Yes Ley Nº 18.159 art. 9 (Ley Nº 20.446 art. 164), as of 2026-10-27 · in force
Commission term to decide from complete filing	30 calendar daysLey Nº 18.159 art. 9 (Ley Nº 20.446 art. 164), as of 2026-10-27 · in force
Maximum extension of the review term	60 calendar daysLey Nº 18.159 art. 9 (Ley Nº 20.446 art. 164), as of 2026-10-27 · in force
Term to call in a deal meeting only the combined threshold	15 business daysLey Nº 18.159 art. 7, as of 2026-10-27 · in force
SRL: term for partners to object to a quota sale	15 daysLey Nº 16.060 art. 232, as of 2026-10-27 · in force
SRL with more than five partners: consent needed to sell quotas to third parties	75 % of capitalLey Nº 16.060 art. 232, as of 2026-10-27 · in force
Beneficial ownership change report to BCU, nonresident holders	90 daysDecreto Nº 166/017 art. 11, as of 2026-10-27 · in force
Buyer of a business: joint liability for seller's taxes after the tax office learns of the transfer	1 yearsCódigo Tributario art. 22, as of 2026-10-27 · in force
IRNR general rate on gains of nonresidents	12 %T.O. 2023 Title 8 art. 18, as of 2026-10-27 · in force
Indirect transfer: Uruguayan asset value threshold	31500000 UIT.O. 2023 Title 8 art. 7 numeral 3 (Ley Nº 20.446 art. 658), as of 2026-10-27 · in force
BCU quotation, DLS. USA BILLETE	40.21 UYU per USDBanco Central del Uruguay quotation, as of 2026-10-27 · in force
Unidad Indexada (UI) value	6.6792 UYUBanco Central del Uruguay quotation, as of 2026-10-27 · in force

The rule

1. Admission and treatment of foreign investors is the same as for nationals, and investments are admitted without prior authorization or registration, so buying an existing Uruguayan company needs no investment approval. Sector rules (rural land, audiovisual licences, regulated activities) still apply to the target.
Cost to do it: No investment filing or fee: UYU 0 (US$0).Ley Nº 16.906 (Investment Promotion and Protection Law), Art. 2 and art. 3, 1998-01-07 official text · verified 2026-10-27

2. Any act of economic concentration (merger, acquisition of shares or quotas, acquisition of a commercial, industrial or civil establishment, or of all or part of business assets, or acquisition of joint control) needs prior authorization when, in any of the last three financial years, the participants' combined tax free turnover in Uruguay is at least UI 500,000,000 and at least two participants each have at least UI 30,000,000. If combined turnover reaches UI 500,000,000 but the individual threshold is not met, the parties must inform the authority, which may decide within 15 business days that clearance is required. The request must be filed before the deal is perfected or control is taken, whichever comes first. Control means the possibility to influence continuously and decisively the strategy and competitive behaviour of an entity.
Cost to do it: Thresholds: UI 500,000,000 (UYU 3,339,600,000, about US$83,053,967) combined and UI 30,000,000 (UYU 200,376,000, about US$4,983,238) for each of two parties.
Example: Buyer group with UYU 3,000,000,000 of Uruguayan turnover and target with UYU 600,000,000: combined UYU 3,600,000,000 is above UYU 3,339,600,000 and both are above UYU 200,376,000, so clearance is required. / About US$74.6 million and US$14.9 million of turnover, against thresholds of about US$83,053,967 and US$4,983,238.Ley Nº 18.159 (Promotion and Defence of Competition), art. 7 as worded by Ley Nº 20.212 art. 192, Art. 7, 2023-11-06 official text · verified 2026-10-27 · changed: Ley Nº 20.212 of 6 November 2023 reworded art. 7, adding the duty to inform deals that meet only the combined threshold.

3. No clearance is needed where the buyer already held at least 50 percent of the shares of the target; for purchases of bonds, debentures, other debt or non voting shares; for the acquisition of a single company by a single foreign company that had no prior assets or shares of other companies in Uruguay; or for the purchase of a company in insolvency proceedings where only one bidder took part in the sale process.Ley Nº 18.159, art. 8 as worded by Ley Nº 19.833 art. 5, Art. 8, 2019-09-20 official text · verified 2026-10-27

4. Concentrations that restrict, limit, hinder, distort or prevent current or future competition in the relevant market are prohibited. The Comisión de Promoción y Defensa de la Competencia must authorize, authorize with conditions or deny within 30 calendar days counted from the act declaring the filing complete and correct. It may extend once by up to 60 calendar days to deepen the analysis, obtain more information or assess remedies, and may suspend the term for up to 60 further days to assess proposed remedies. The deal cannot be perfected before express or tacit authorization; if the Commission does not decide in time, the deal is deemed authorized.
Example: Filing declared complete on day 0: decision by day 30, or by day 90 with the extension, and up to day 150 if remedies are assessed. / Plan at least six weeks from filing to closing for a simple cleared deal, and about five months if remedies are discussed.Ley Nº 18.159, art. 9 as worded by Ley Nº 20.446 art. 164, Art. 9, 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 of 16 December 2025, in force 1 January 2026, reworded art. 9: the 30 day term now runs from the act declaring the filing complete, with one extension of up to 60 days and a remedies suspension of up to 60 more days.

5. Shares of a sociedad anónima transfer freely. The bylaws may limit the transfer of registered or book entry shares but may not prohibit it, and the limit must appear on the certificate or in the book entry 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 only from that entry. Shareholders' agreements on the sale of shares, pre emption or voting are valid, but bind third parties only if a copy with notarized signatures is delivered to the company, it is registered in the Registro Nacional de Comercio, or it is noted on the share certificates or register.Ley Nº 16.060 (Commercial Companies Law), Art. 305, art. 331 and art. 333, 1989-09-04 official text · verified 2026-10-27

6. Quotas of an SRL transfer freely between partners, but can be assigned to third parties only with the consent of partners holding 75 percent of the capital when there are more than five partners, or unanimously when there are five or fewer, not counting the seller. The seller notifies the other partners, who have 15 days to object; silence is consent. If a partner objects, a judge may authorize the sale absent just cause (a change in the majority regime is just cause), and the partners then have 10 days to buy at the same price, after which the company may buy or reduce capital within 10 more days. The bylaws may restrict but not prohibit transfers. The buyer is jointly liable with the seller for unpaid capital contributions until the two year guarantee period ends.
Example: An SRL with three partners: the sale of one partner's quotas to a foreign buyer needs the consent of the other two.Ley Nº 16.060 (Commercial Companies Law), Art. 229, art. 231, art. 232 and art. 234, 1989-09-04 official text · verified 2026-10-27

7. Any sale of a commercial establishment on its own (an asset deal of a going business) must be preceded by publication of a notice for 20 days in the newspapers of the capital, and the law sets a term for the seller's creditors to come forward to collect and regulates the joint liability of the buyer.Ley Nº 2.904 (sale of commercial establishments), as amended by Ley Nº 5.418, IMPO official summary of the law, 1904-09-26 official text · verified 2026-10-27

8. Buyers of commercial houses and other successors to the assets and liabilities of businesses are jointly liable for the predecessor's tax debts, up to the value of the assets received unless they acted with fraud. The liability ends one year after the tax office learns of the transfer.Código Tributario (Decreto Ley Nº 14.306), Art. 22, 1974-11-29 official text · verified 2026-10-27

9. After closing, the target must report changes in its shareholders, ownership chain or beneficial owners to the Banco Central del Uruguay within 45 days, or 90 days if the change concerns nonresident holders, chain members or beneficial owners. When the change results from an amendment of the bylaws or a capital increase, the term runs from the corporate act that changed the holdings.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

10. Nonresidents pay IRNR on Uruguayan source income, which includes gains on shares of Uruguayan companies and, as reworded from 2026, gains on the transfer of shares of nonresident entities when, at any time in the 365 days before the sale, more than 50 percent of their assets are directly or indirectly located in Uruguay, or those assets exceed UI 31,500,000 and the sale transfers more than 50 percent of them. The Uruguayan source portion follows the ratio of Uruguayan to total assets. Intragroup reorganizations keeping the same ultimate owners with at least 95 percent of their proportions for two years are excluded. The general IRNR rate is 12 percent, or 25 percent for residents of low or no tax jurisdictions.
Cost to do it: Indirect transfer value threshold: UI 31,500,000 (UYU 210,394,800, about US$5,232,400).
Example: Illustration only: a Uruguayan source gain of UYU 40,210,000 taxed at 12 percent gives IRNR of UYU 4,825,200. / About US$1,000,000 of gain and US$120,000 of IRNR, before any treaty relief.Texto Ordenado 2023 (Decreto Nº 101/024), Title 8 IRNR; art. 7 numeral 3 as worded by Ley Nº 20.446 art. 658, Title 8 art. 7 numeral 3, art. 13 and art. 18, 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 of 16 December 2025, in force 1 January 2026, reworded the indirect transfer rule in Title 8 art. 7 numeral 3.

11. The Superintendencia de Servicios Financieros of the Central Bank regulates takeovers of listed (open) companies to preserve market transparency and investor protection, and may set when a public tender offer for shares becomes mandatory.Ley Nº 18.627 (Securities Market Law), Art. 9 numeral 5, 2009-12-02 official text · verified 2026-10-27

Item	Share deal (S.A. or SAS shares, SRL quotas)	Asset deal (commercial establishment)	Source
Merger clearance	Required if thresholds are met	Required if thresholds are met (acquisition of establishments and assets counts)	Ley Nº 18.159 art. 7
Transfer formality	S.A.: notice to the company and entry in the share register; SRL: partner consent	Prior publication for 20 days and creditor call	Ley Nº 16.060 art. 232 and 305; Ley Nº 2.904
Tax history	Stays with the target company	Buyer jointly liable for seller's taxes up to the value received, for one year from when the tax office learns of the transfer	Código Tributario art. 22
Seller's tax (nonresident)	IRNR 12 percent on the gain	IRNR or IRAE depending on the seller	T.O. 2023 Title 8 art. 18
Post closing filing	Beneficial ownership update to BCU in 45 or 90 days	Depends on the buyer entity	Decreto Nº 166/017 art. 11

Share deal or asset deal in Uruguay: the main legal differences

Worked example

A foreign group with UYU 3,000,000,000 of Uruguayan turnover buys 100 percent of an S.A. with UYU 600,000,000 of turnover for US$15 million. Both thresholds of Ley Nº 18.159 art. 7 are met, so it files with the competition commission before signing the share transfer as final (using a closing condition), waits for clearance within 30 days of a complete filing (art. 9), then has the transfer notified to the company and entered in the share register, which makes it effective against third parties (Ley Nº 16.060 art. 305). Within 90 days the target reports its new nonresident owner chain and beneficial owners to the BCU (Decreto Nº 166/017 art. 11). If the seller is a nonresident with a Uruguayan source gain of UYU 40,210,000 (about US$1 million), it owes IRNR of UYU 4,825,200 (about US$120,000) at 12 percent, subject to any treaty.

Step by step

1. Check sector limits on the target: rural land held by companies, audiovisual licences, regulated services (see the restricted activities page).
2. Run the merger thresholds on the last three financial years of Uruguayan turnover of both groups (Ley Nº 18.159 art. 7); if met, build clearance in as a condition precedent.
3. Diligence the share register, bylaw transfer limits and any registered shareholders' agreements (Ley Nº 16.060 art. 305 and 331); for an SRL, collect partner consents (art. 232).
4. For an asset deal, publish the notice for 20 days before the sale and handle creditor claims (Ley Nº 2.904), and price in the one year tax successor liability (Código Tributario art. 22).
5. Close: sign the transfer, notify the company and register the shares; record any lien over shares, and for rural land companies register it in the Registro Nacional de Comercio (Ley Nº 18.092 art. 3).
6. Within 45 days (90 for nonresident holders) update the BCU beneficial ownership filing (Decreto Nº 166/017 art. 11).
7. Settle the seller's IRNR and apply any treaty; see the exiting and taxes pages.

Common traps

Closing before clearance is not allowed: the concentration cannot be perfected until express or tacit authorization (Ley Nº 18.159 art. 9).
Deals below the individual threshold are not automatically free: if combined turnover reaches UI 500 million, the parties must inform the authority, which can call the deal in within 15 business days (Ley Nº 18.159 art. 7).
An unregistered share transfer does not bind the company or third parties (Ley Nº 16.060 art. 305).
Buying the assets of a going business brings the seller's tax debts with it, up to the value received, for one year after the tax office learns of the sale (Código Tributario art. 22).
Selling a foreign holding company can be taxed in Uruguay when Uruguayan assets are more than half of its assets or exceed UI 31.5 million (T.O. 2023 Title 8 art. 7 numeral 3).
SRL buyers inherit joint liability for unpaid contributions for up to two years (Ley Nº 16.060 art. 229).

Sources

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