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The first 90 days in Uruguay: from foreign documents to the first monthly filings

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

The critical path starts abroad. The foreign parent's documents need an apostille, which Uruguay accepts under the Hague Convention, before a Uruguayan notary or registry will act on them. Once the bylaws are signed, two 30 day clocks run: SAS registration with the Registro Nacional de Comercio, and tax registration with the DGI and BPS as an SAS in formation. A third clock of 45 days, or 90 days when the owners are non residents, runs for the beneficial owner filing with the BCU. Capital enters with no investment registration and no FX approval, but cash contributions above UI 200,000 must go through the banking system. Before hiring, the company registers its labour record book within 10 business days of starting activity and takes out the compulsory work accident insurance. Monthly DGI and BPS filings start the month after activity begins.

USD figures use UYU 40.21 per US dollar, the Banco Central del Uruguay quotation for DLS. USA BILLETE on 27 October 2026, retrieved from the BCU quotations service on the verification date. Amounts set in indexed units are converted at the UI of UYU 6.6792 published by the BCU for 27 October 2026; conversions are for orientation only.

Key facts

Legalisation of foreign public documents	Apostille (Hague Convention, Ley Nº 18.836) Ley Nº 18.836, as of 2026-10-27 · in force
SAS registration with the Registro Nacional de Comercio	30 days from signingLey Nº 19.820 art. 11, as of 2026-10-27 · in force
Minimum cash capital paid in at SAS formation	10 % of subscribed capitalLey Nº 19.820 art. 15, as of 2026-10-27 · in force
Online SAS registration fee (natural person shareholders only)	2530 UYULey Nº 19.820 art. 11, as of 2026-10-27 · in force
DGI registration of an SAS in formation	30 days from approval of bylaws, before taxed activity Decreto Nº 597/988 art. 9 and 13, as of 2026-10-27 · in force
First beneficial owner filing for a new entity	45 days (90 days if non resident owners) Decreto Nº 166/017 art. 25, as of 2026-10-27 · in force
Beneficial owner threshold	15 % of capital or votesLey Nº 19.484 art. 22, as of 2026-10-27 · in force
Registration of the labour record book	10 business days from start of activityDecreto Nº 278/017 art. 13, as of 2026-10-27 · in force
Investment registration or FX approval needed	No Ley Nº 16.906 art. 3 and 5, as of 2026-10-27 · in force

The rule

1. Uruguay approved the Hague Convention abolishing the requirement of legalisation for foreign public documents of 5 October 1961, so public documents from other member states are accepted with an apostille instead of consular legalisation.
Cost to do it: The apostille is issued and charged in the country of origin; Uruguayan law sets no fee for accepting it.Ley Nº 18.836, Sole article, 2011-11-15 official text · verified 2026-10-27

2. Foreign investors are admitted on the same terms as nationals, without prior authorization or registration, and may freely transfer capital and profits abroad in a freely convertible currency.
Cost to do it: No investment registration or FX filing: UYU 0 (US$0).Ley Nº 16.906, Art. 2, 3 and 5, 1998-01-07 official text · verified 2026-10-27

3. An SAS may be formed by one natural person, one legal entity other than a sociedad anónima, or several persons. The constitutive act is made in writing, as a public or private document, and must be registered with the Registro de Personas Jurídicas, Sección Registro Nacional de Comercio, within 30 days of signing; the SAS is regularly constituted on registration. A fully online procedure with advanced electronic signature exists, and registry review in that case must be done within 24 hours from the business day after filing.
Cost to do it: The online SAS registration procedure for companies whose shareholders, directors and representatives are all natural persons costs UYU 2,530 (about US$63) per the official procedure sheet; a foreign corporate parent uses the notarial route, whose professional fees are not regulated.Ley Nº 19.820, Art. 11, 2019-09-18 official text · verified 2026-10-27

4. The SAS capital must be fully subscribed at formation; at least 10 percent of cash contributions, or 100 percent of contributions in kind, must be paid in at that time, and full payment can never take more than 24 months.
Example: With subscribed cash capital of UYU 1,000,000, at least UYU 100,000 is paid in at signing and the remaining UYU 900,000 within 24 months. / About US$24,869 subscribed, US$2,487 paid in at signing.Ley Nº 19.820, Art. 15, 2019-09-18 official text · verified 2026-10-27

5. Taxpayers must register with the Registro Único de Contribuyentes before starting or restarting taxed activity. An SAS has 30 days from approval of its bylaws to register as an SAS in formation, showing the filing number obtained at the Registro Nacional de Comercio; the registry then informs the DGI daily of SAS whose registration is final. Sociedades anónimas also have 30 days from the act of incorporation to register in formation and must report the approved, registered and published bylaws within 30 days.Decreto Nº 597/988, Art. 9 and 13, 1988-09-21 official text · verified 2026-10-27

6. New entities must file the beneficial owner sworn statement with the BCU registry within 45 days of their effective formalisation, or 90 days when holders, members of the ownership chain or beneficial owners are non residents. A beneficial owner is any natural person who directly or indirectly holds at least 15 percent of the capital or votes, or otherwise exercises final control.
Cost to do it: Late or missing filings are fined on a scale of up to 100 times the maximum tax contravention fine: up to UYU 1,322,000 in 2026 (about US$32,877).Decreto Nº 166/017 art. 25 (as worded by Decreto Nº 272/022); Ley Nº 19.484 art. 22, Decreto 166/017 art. 25; Ley 19.484 art. 22, 2022-08-30 official text · verified 2026-10-27

7. Cash may be used in any transaction only up to UI 200,000, or 5 percent of the price up to UI 450,000; the restriction also applies to capital contributions, irrevocable contributions and advances of funds to commercial companies, so larger contributions must be wired or paid by other non cash means.
Example: UI 200,000 is UYU 1,335,840 at the UI of 27 October 2026. / About US$33,222.Ley Nº 19.210 art. 35 (as reworded by Ley Nº 20.469); Decreto Nº 238/026, Decreto 238/026 art. 1, 2026-10-01 official text · verified 2026-10-27

8. Every private employer with staff must keep a Libro de Registro Laboral for each establishment and register it within 10 business days from the day after activity starts.Decreto Nº 278/017, Art. 1 and 13, 2017-10-02 official text · verified 2026-10-27

9. Insurance against work accidents and occupational diseases is compulsory; where the employer proves the insurance exists, the injured worker's claim is directed against the Banco de Seguros del Estado.
Cost to do it: The premium is set by the insurer according to activity and payroll; the law fixes no single rate.Ley Nº 16.074, Art. 1 and 7, 1989-10-10 official text · verified 2026-10-27

10. IRAE advance payments are not due in the year activity starts unless the company succeeds another taxpayer; monthly VAT, withholding and BPS filings follow the 2026 DGI and BPS calendars from the first month of activity.Decreto Nº 150/007; BPS Resolución de Directorio Nº 37-15/2025, Decreto 150/007 art. 165; BPS 2026 calendar, 2007-04-26 official text · verified 2026-10-27

Stage	Action	Deadline or trigger	Legal basis
Abroad, before signing	Apostille the parent's corporate documents, resolutions and powers of attorney	Before signing in Uruguay	Ley Nº 18.836
Day 0	Sign the SAS bylaws (public or private document); subscribe all capital and pay in at least 10 percent of cash contributions	Signing date	Ley Nº 19.820 art. 11 and 15
Days 0 to 30	Register the SAS with the Registro Nacional de Comercio	30 days from signing	Ley Nº 19.820 art. 11
Days 0 to 30	Register with the DGI and BPS as an SAS in formation, with the registry filing number	30 days from approval of bylaws and before taxed activity	Decreto Nº 597/988 art. 9 and 13
Days 0 to 90	File the beneficial owner sworn statement with the BCU	45 days, or 90 with non resident owners	Decreto Nº 166/017 art. 25
When funding	Wire the capital; cash only up to UI 200,000	Each contribution	Decreto Nº 238/026 art. 1
Before the first hire	Take out work accident insurance and register the labour record book	10 business days from start of activity	Ley Nº 16.074 art. 1; Decreto Nº 278/017 art. 13
Month after activity starts	First monthly DGI return and BPS payroll filing	DGI and BPS 2026 calendars	Res. DGI Nº 2284/025; BPS Res. Nº 37-15/2025

Critical path for a foreign parent setting up an SAS

Worked example

A foreign parent signs SAS bylaws on 2 November 2026 with UYU 1,000,000 of subscribed capital and wires UYU 100,000 (about US$2,487) at signing. It must register with the Registro Nacional de Comercio by 2 December 2026, register with the DGI and BPS in formation within 30 days of bylaw approval, and file the beneficial owner statement within 90 days (31 January 2027) because the owners are non residents. If it starts operating and hires on 1 December 2026, it must register the labour record book within 10 business days and file its first BPS payroll and DGI monthly return in January 2027 on the dates of the 2027 calendars.

Step by step

1. Collect and apostille the parent's corporate documents, board resolution and powers of attorney.
2. Choose the vehicle; a corporate parent can be the single SAS shareholder unless it is itself a sociedad anónima.
3. Draft the bylaws; sign and pay in at least 10 percent of cash capital by bank transfer.
4. File with the Registro Nacional de Comercio within 30 days; use the online procedure when all participants are natural persons.
5. Register with the DGI and BPS as an SAS in formation and record your CEDE or NO CEDE group and BPS company number.
6. Open a local bank account; capital needs no investment registration or FX approval.
7. Identify every natural person with 15 percent or more and file the BCU beneficial owner statement within 45 or 90 days.
8. Before hiring, take out work accident insurance and register the labour record book; then follow the monthly DGI and BPS calendars.

Common traps

Ley Nº 19.820 art. 11 does not let a sociedad anónima be the sole founder of an SAS; a foreign corporation that would qualify as an S.A. needs a second shareholder or another structure, so check this before signing.
The two 30 day clocks start on different events: registry filing runs from signing, DGI registration from approval of the bylaws, and taxed activity cannot start before RUT registration.
Paying capital in cash above UI 200,000 breaches the cash restriction even inside a group.
The 90 day beneficial owner term applies only when holders or beneficial owners are non residents; a structure with resident owners has 45 days.

Sources

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