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Merger control in Uruguay

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

Deals that change control of a business need prior clearance from the Comisión de Promoción y Defensa de la Competencia when Uruguayan turnover of all parties reaches UI 500 million (about US$83 million) and at least two parties each reach UI 30 million (about US$5 million) in any of the last three years. The regime is suspensory: the deal cannot close before express or tacit approval, and since 1 January 2026 the Commission has 30 calendar days from a complete filing, extendable by 60, plus 60 more to assess remedies. Banks, telecoms and energy and water targets are cleared by their sector regulator instead, with no tacit approval, and deals signed abroad, including in Argentina, must be cleared before they take effect in Uruguay.

USD figures use UYU 40.210 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, both retrieved from the BCU quotations service on 27 October 2026. Amounts in Unidades Reajustables (UR) use UYU 1,940.77 per UR, the value fixed by Decreto 229/026 (IMPO lists it as the latest UR, in force for September 2026). Conversions are rounded and for orientation only.

Key facts

Number of parties that must each meet the individual merger threshold	2 partiesLey 18.159 art. 7, as of 2026-10-27 · in force
Financial years tested for merger thresholds	3 yearsLey 18.159 art. 7, as of 2026-10-27 · in force
Days for the authority to call in a deal meeting only the combined threshold	15 business daysLey 18.159 art. 7 (Ley 20.212 art. 192), as of 2026-10-27 · in force
Days for the authority to rule on completeness of a merger filing	10 business daysDecreto 404/007 art. 41, as of 2026-10-27 · in force
Maximum suspension to assess merger remedies	60 calendar daysLey 18.159 art. 9 (Ley 20.446 art. 164), as of 2026-10-27 · in force
Silence at the end of the review term	Tacit authorization (not for BCU, URSEC or URSEA regulated targets) Ley 18.159 art. 9 and 27, as of 2026-10-27 · in force
Merger filing fee	None set in Ley 18.159 or Decreto 404/007 Ley 18.159; Decreto 404/007, as of 2026-10-27 · in force
Foreign deals caught	Yes, must be notified before producing effects in Uruguay Decreto 404/007 art. 39, as of 2026-10-27 · in force
Presumption of no substantial lessening of competition: deal or Uruguayan asset value up to	30000000 UIDecreto 404/007 art. 42, as of 2026-10-27 · in force

The rule

1. Any economic concentration needs prior authorization when, in any of the last three financial years, the tax exclusive turnover in Uruguay of all participants together is at least UI 500,000,000 and the Uruguayan turnover of two or more participants, each taken individually, is at least UI 30,000,000. Concentration means any fact, act or agreement that transfers or changes control of all or part of one or more participants or business units, or creates or acquires joint control, including mergers, acquisitions of shares or quotas, acquisitions of commercial, industrial or civil establishments and total or partial acquisitions of business assets. Control means the ability to influence continuously and decisively, directly or indirectly, the strategy and competitive behaviour of an entity. The filing must be made before the deal is perfected or control is taken, whichever happens first.
Cost to do it: Ley 18.159 sets no filing fee. Thresholds: UI 500,000,000 (about UYU 3,339,600,000, US$83.05 million) combined and UI 30,000,000 (about UYU 200,376,000, US$4.98 million) for each of two parties.
Example: Buyer group with Uruguayan sales of UYU 3,100,000,000 and target with UYU 300,000,000 in 2025: combined UYU 3,400,000,000 exceeds UYU 3,339,600,000 and both exceed UYU 200,376,000, so the deal needs clearance. / A US fund that already owns a Uruguayan portfolio company with US$80 million of local sales and buys a rival with US$6 million of local sales meets both tests and must file before closing.Ley Nº 18.159 (Defence of Free Competition), art. 7 as reworded by Ley Nº 20.212 art. 192, art. 7, 2023-11-06 official text · verified 2026-10-27 · changed: Ley Nº 19.833 of 20 September 2019 introduced prior authorization with a single UI 600,000,000 combined threshold; Ley Nº 20.212 of 6 November 2023 art. 192 replaced it with the cumulative UI 500,000,000 and UI 30,000,000 tests.

2. When combined Uruguayan turnover of the participants reaches UI 500,000,000 in any of the last three financial years but the individual UI 30,000,000 test is not met in that year, the parties must still inform the Commission, which may decide by reasoned resolution within 15 business days of receiving the information that the deal is subject to authorization.
Cost to do it: No fee; the cost is a short information filing and a 15 business day wait before the parties know whether a full filing is required.
Example: A group with Uruguayan sales of UYU 3,500,000,000 buying a startup with UYU 20,000,000 of sales (below UYU 200,376,000) must inform the Commission and wait up to 15 business days. / For a US$90 million local group buying a US$1 million local target, the information notice is mandatory even though the deal is likely to be cleared without a full review.Ley Nº 18.159, art. 7 second paragraph as reworded by Ley Nº 20.212 art. 192, art. 7, 2023-11-06 official text · verified 2026-10-27

3. No authorization is required when the deal is: (A) the acquisition of a company in which the buyer already held at least 50 percent of the shares; (B) the acquisition of bonds, debentures, other debt securities or non voting shares; (C) the acquisition of a single company by a single foreign company that does not already hold assets or shares of other companies in Uruguay; or (D) the acquisition of a company in insolvency proceedings when only one bidder took part in the tender.
Cost to do it: No fee; the cost is documenting why the exemption applies.
Example: A shareholder holding 60 percent of a Montevideo distributor that buys the remaining 40 percent needs no clearance under art. 8 A. / A US company with no Uruguayan assets or shares buying one Uruguayan target is exempt under art. 8 C, but a second Uruguayan acquisition by the same group is not.Ley Nº 18.159, art. 8 as reworded by Ley Nº 19.833 art. 5, art. 8, 2019-09-20 official text · verified 2026-10-27

4. The filing is made by note to the Commission, with signatures certified by a notary, using the Commission's official request form, with three printed copies and one electronic copy plus supporting evidence. Where the deal is subject to a condition precedent or to steps giving control or substantial influence, the filing must be made before those steps. Parties may ask a binding prior query about when they must file, which the Commission must answer within 10 business days. Concentrations resulting from acts done abroad must be notified before they produce legal or material effects in Uruguay. Directors and representatives of the parties are liable for failing to file, registrable deeds cannot be definitively registered by the Dirección General de Registros until authorization is shown, and for non registrable acts the authorization must be recorded in the document and checked by the notary.
Cost to do it: Notary certification of signatures and the advisers who prepare the form and market data; no government filing fee is set in Ley 18.159 or Decreto 404/007.
Example: A share deal signed in Montevideo with a closing condition should be filed before the condition is satisfied, not after signing the closing deed. / A global merger signed in New York that changes control of a Uruguayan subsidiary must be cleared before it takes effect in Uruguay; the same applies to deals signed in Argentina.Decreto Nº 404/007 (regulation of Ley 18.159), art. 39 and 40 as reworded by Decreto Nº 194/020 art. 16 and 17, Decreto 404/007 art. 39 and 40, 2020-07-15 official text · verified 2026-10-27

5. Within 10 business days the Commission decides whether the filing is complete and correct; if not, it gives the parties 10 business days to cure, failing which the filing may be treated as not made and a new filing cannot be lodged for 10 business days. Once complete, the Commission must, by reasoned resolution, authorize, authorize subject to conditions, or deny the deal within 30 calendar days counted from the act declaring the filing complete. Before that term ends it may extend it once by up to 60 calendar days to deepen the analysis, request more information, or assess remedies, and may suspend the term for up to 60 more calendar days to assess proposed remedies. If commitments are not satisfactory the deal is rejected. Silence at the end of the term means tacit authorization; the deal cannot close before express or tacit authorization.
Cost to do it: No fee; timing cost of up to 30 days base, 90 days with the extension and 150 days with the remedies suspension, all after completeness, plus the completeness check of 10 business days.
Example: Filing lodged on 2 November 2026 and declared complete on 16 November 2026: the base term ends on 16 December 2026. / A US$150 million deal with overlaps should set a long stop date of at least five to six months after filing to cover completeness, extension and remedies.Ley Nº 18.159, art. 9 as reworded by Ley Nº 20.446 art. 164 (in force 1 January 2026); Decreto Nº 404/007 art. 41, Ley 18.159 art. 9; Decreto 404/007 art. 41, 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 164, in force 1 January 2026, cut the base term to 30 calendar days from completeness (previously 60 days, with a 60 day extension added by Ley Nº 20.075 art. 147) and added the 60 day remedies suspension.

6. Review runs in two stages. The first stage covers deals that, by their impact, do not substantially lessen competition and is meant to end within the first 20 calendar days of the legal term; the regulation presumes no substantial lessening when the deal value, or the value of Uruguayan assets acquired or controlled, does not exceed 5 percent of UI 600,000,000 (that is UI 30,000,000). If the deal may harm competition the Commission moves it to a second stage, publishes notice so third parties can comment and may request information from the parties and third parties. Concentrations that restrict, limit, hinder, distort or prevent current or future competition in the relevant market are prohibited. Efficiencies count only if they arise directly from the deal, cannot be achieved without it and are passed on to consumers, and the parties bear the burden of proving them; savings that are mere transfers, such as stronger bargaining power over suppliers, do not count.
Cost to do it: Economic analysis of the relevant market by advisers; the safe harbour value is UI 30,000,000 (about UYU 200,376,000, US$4.98 million).
Example: Acquisition of Uruguayan assets worth UYU 150,000,000 falls below UYU 200,376,000 and benefits from the presumption of no substantial lessening of competition. / A buyer claiming that a merger will cut logistics costs must prove the US$ savings come from the deal itself and reach consumers; lower purchase prices squeezed from suppliers will not count.Decreto Nº 404/007, art. 42 and 43 as reworded by Decreto Nº 194/020 art. 19 and 20; Ley Nº 18.159 art. 9, Decreto 404/007 art. 42 and 43, 2020-07-15 official text · verified 2026-10-27

7. The Commission may make authorization subject to conditions directly linked to preventing the creation or strengthening of a dominant position. Parties may offer remedies; if none are offered, the Commission asks for them within 15 business days and then has 15 business days to accept them, with or without changes, or reject them, and it may set conditions unilaterally. Refusal of the conditions or of the compliance programme means denial. Closing without authorization, closing despite denial, failing to notify in time and breaching conditions are sanctionable, and acts done in breach of art. 9 have no legal effect. Fines follow Ley 18.159 art. 17 (from UI 100,000 up to the highest of UI 20,000,000, 10 percent of annual turnover or three times the harm) and directors and controlling companies can also be fined under art. 19.
Cost to do it: Fines from UI 100,000 (about UYU 667,920, US$16,611) up to the highest of UI 20,000,000 (about UYU 133,584,000, US$3.32 million), 10 percent of annual turnover or three times the harm.
Example: A buyer that closes a caught deal before clearance risks the deal having no legal effect, registry refusal and a fine; its directors may also be fined. / For a buyer with US$40 million of annual turnover, 10 percent is US$4 million, above the UI 20,000,000 limb of about US$3.32 million, so the fine ceiling is US$4 million unless three times the harm is higher.Decreto Nº 404/007, art. 44 and 45 as reworded by Decreto Nº 194/020 art. 21 and 22; Ley Nº 18.159 art. 17 and 19, Decreto 404/007 art. 44 and 45; Ley 18.159 art. 17 and 19, 2020-07-15 official text · verified 2026-10-27

8. When the target is an entity regulated by the Banco Central del Uruguay (BCU), the Unidad Reguladora de Servicios de Comunicaciones (URSEC) or the Unidad Reguladora de Servicios de Energía y Agua (URSEA), or the deal concerns shares or other equity in such an entity, the sector regulator, not the Commission, grants the merger authorization under art. 7 to 9, and may first consult the Commission on a non binding basis. In these cases the art. 9 term and tacit approval do not apply.
Cost to do it: No fee in Ley 18.159; timing depends on the sector regulator, with no deemed approval.
Example: The purchase of a Uruguayan insurer or bank that meets the thresholds is authorized by the BCU, and silence does not equal approval. / A US telecom group buying a licensed Uruguayan operator files with URSEC and should not rely on the 30 day tacit approval.Ley Nº 18.159, art. 27 as reworded by Ley Nº 19.996 art. 135, art. 27, 2021-11-03 official text · verified 2026-10-27

Item	Rule	Approx. UYU	Approx. USD	Source
Combined Uruguayan turnover	UI 500,000,000	3,339,600,000	83.05 million	Ley 18.159 art. 7
Each of two or more parties	UI 30,000,000	200,376,000	4.98 million	Ley 18.159 art. 7
Stage 1 safe harbour (deal or Uruguayan asset value)	5% of UI 600,000,000 = UI 30,000,000	200,376,000	4.98 million	Decreto 404/007 art. 42
Completeness check	10 business days (+10 to cure)			Decreto 404/007 art. 41
Decision	30 calendar days from completeness			Ley 18.159 art. 9
Extension	Up to 60 calendar days			Ley 18.159 art. 9
Remedies suspension	Up to 60 calendar days			Ley 18.159 art. 9
Remedy proposal and response	15 business days each			Decreto 404/007 art. 45

Merger thresholds and timing (UYU and USD at the rates in the FX note)

Target	Authority	Tacit approval
General	Comisión de Promoción y Defensa de la Competencia (MEF)	Yes
Banks, insurers and other BCU regulated entities	Banco Central del Uruguay	No
Telecom and postal operators	URSEC	No
Energy and water operators	URSEA	No

Who clears the deal

Worked example

Threshold test: a buyer with Uruguayan sales of UYU 2,900,000,000 (US$72.12 million) acquires a target with UYU 600,000,000 (US$14.92 million). Combined sales of UYU 3,500,000,000 exceed UI 500,000,000 (UYU 3,339,600,000) and both parties exceed UI 30,000,000 (UYU 200,376,000), so the parties must file before closing (Ley 18.159 art. 7).
Timetable: filing lodged on 2 November 2026; completeness decided within 10 business days, say on 16 November 2026; phase 1 decision due by 16 December 2026; with the maximum 60 day extension, 14 February 2027; with the 60 day remedies suspension as well, mid April 2027 (Ley 18.159 art. 9; Decreto 404/007 art. 41).
Exempt deal: a foreign company with no prior Uruguayan assets or shares buys a single Uruguayan company with sales of UYU 4,000,000,000; no filing is needed under art. 8 C, but the next Uruguayan acquisition by the same group will be tested normally.

Step by step

Collect tax exclusive Uruguayan turnover of each party and its group for each of the last three financial years and convert at the UI value applicable under the regulation.
Check the art. 8 exemptions (prior 50 percent stake, debt or non voting shares, single foreign buyer with no Uruguayan presence, single bidder insolvency sale).
If only the combined test is met, send the information notice and wait up to 15 business days for a call in decision.
If the target is regulated by the BCU, URSEC or URSEA, plan the filing with that regulator and do not rely on tacit approval.
Prepare the official request form with notary certified signatures, three printed and one electronic copy, and supporting market data; use the binding prior query (10 business days) if the filing moment is unclear.
Build a conditions precedent clause and long stop date covering completeness (10 business days plus cure), 30 days, a 60 day extension and a 60 day remedies suspension.
Do not take control, appoint directors or integrate operations before express or tacit authorization; keep the Dirección General de Registros and notary requirements in mind for closing deeds.

Common traps

The thresholds look at any of the last three years, so a target whose sales fell this year can still be caught.
Meeting only the combined test is not a safe harbour: the information notice is mandatory and the Commission can call the deal in.
The single foreign buyer exemption is lost if any group company already holds Uruguayan assets or shares.
Regulated targets (BCU, URSEC, URSEA) have no deemed approval; silence is not consent.
The decree's first stage safe harbour still refers to 5 percent of the old UI 600,000,000 threshold; it is a presumption, not an exemption from filing.
Directors and representatives are personally liable for failing to file, and acts closed in breach of the standstill have no legal effect.
A clearance does not prevent a later conduct investigation for abuse of dominance.

Sources

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