Countries › Uruguay › Guide › 1. Start here › Start here: the legal gateways every foreign investor crosses in Uruguay

Start here: the legal gateways every foreign investor crosses in Uruguay

Argentina. For full detail on Argentina, go to The Argentine Thread.

Last verified: 2026-10-26 · Status: Changing

Uruguay treats foreign investors exactly like local ones, admits investments with no prior authorization or registration, and guarantees by law the free transfer abroad of capital and profits in a freely convertible currency. Most investors operate through a simplified stock company (SAS) registered within 30 days of signing, or a registered branch, and must identify and report beneficial owners holding 15 percent or more to the Central Bank registry. Profits bear 25 percent IRAE and dividends paid to nonresidents 7 percent IRNR; promoted projects can exonerate IRAE through COMAP, and since 2026 large multinational groups face a 15 percent domestic minimum tax.

USD figures use UYU 40.214 per US dollar, the Banco Central del Uruguay quotation for DLS. USA BILLETE on 26 October 2026, retrieved from the BCU quotations service on the verification date. Amounts the law sets in pesos or indexed units (UI) are quoted as written; conversions are for orientation only.

Key facts

Free transfer abroad of capital and profits in freely convertible currency	Guaranteed by law Ley Nº 16.906 art. 5, as of 2026-10-26 · in force
Prior authorization or registration needed to invest	None Ley Nº 16.906 art. 3, as of 2026-10-26 · in force
Corporate income tax (IRAE) rate	25 %Texto Ordenado 2023, Título 4 art. 23, as of 2026-10-26 · in force
IRNR on dividends paid by IRAE taxpayers to nonresidents	7 %Texto Ordenado 2023, Título 8 art. 18, as of 2026-10-26 · in force
IRNR general rate on other nonresident income	12 %Texto Ordenado 2023, Título 8 art. 18, as of 2026-10-26 · in force
VAT (IVA) basic rate	22 %Texto Ordenado 2023, Título 10 art. 34, as of 2026-10-26 · in force
VAT (IVA) minimum rate	10 %Texto Ordenado 2023, Título 10 art. 34, as of 2026-10-26 · in force
Domestic minimum top up tax target effective rate	15 %Ley Nº 20.446 art. 665, Título 21 art. 15, as of 2026-10-26 · in force
Group consolidated revenue threshold for the domestic minimum tax	750000000 EURLey Nº 20.446 art. 665, Título 21 art. 3, as of 2026-10-26 · in force
SAS: deadline to register after signing the articles	30 daysLey Nº 19.820 art. 11, as of 2026-10-26 · in force
SAS: minimum cash capital paid in at formation	10 %Ley Nº 19.820 art. 15, as of 2026-10-26 · in force
Beneficial owner identification threshold	15 %Ley Nº 19.484 art. 22, as of 2026-10-26 · in force
Deadline to report beneficial ownership changes (90 days for nonresident owners)	45 daysLey Nº 19.484 art. 30, as of 2026-10-26 · in force
COMAP promoted projects: maximum share of yearly IRAE payable that can be exonerated	90 %Decreto Nº 268/020 art. 17, as of 2026-10-26 · in force
COMAP term to recommend on a promoted project	90 business daysDecreto Nº 268/020 art. 9, as of 2026-10-26 · in force
BCU quotation, DLS. USA BILLETE	40.214 UYU per USDBanco Central del Uruguay quotation, as of 2026-10-26 · in force

The rule

1. Foreign investors receive the same admission and treatment regime as national investors, and investments are admitted without prior authorization or registration. The State commits to fair treatment and not to harm the installation, management, use, enjoyment or disposal of investments through unjustified or discriminatory measures.
Cost to do it: No government filing or fee is needed to admit a foreign investment: UYU 0 (US$0).Ley Nº 16.906 (Investment and Industrial Promotion Law), Art. 2, art. 3 and art. 4, 1998-01-07 official text · verified 2026-10-26

2. The State guarantees the free transfer abroad of capital and profits, as well as other sums linked to the investment, to be made in a freely convertible currency.
Example: Net after tax profit of UYU 2,804,926 can be converted and wired to the foreign parent; the law requires no prior registration of the original investment to do so. / UYU 2,804,926 is about US$69,750 at UYU 40.214.Ley Nº 16.906, Art. 5, 1998-01-07 official text · verified 2026-10-26

3. Investment projects declared promoted by the Executive can access the specific incentives of Chapter III, granted on the advice of the Comisión de Aplicación (COMAP), coordinated by the Ministry of Economy and Finance. Under the current regulation, a promoted project exonerates IRAE by a percentage of eligible investment that results from a matrix of indicators; the exonerated tax cannot exceed 100 percent of the amount actually invested nor 90 percent of the IRAE payable in each year, and COMAP sets a period of use that is never shorter than 4 fiscal years. Promoted projects also get an Impuesto al Patrimonio exoneration on movable eligible assets for their useful life (civil works: 8 years in Montevideo, 10 years in the interior), exoneration of import duties and VAT on fixed assets declared not competitive with national industry, and refund of VAT on local purchases for the civil works and movable assets of the project. Tobacco companies are excluded.
Cost to do it: The regulation sets no filing fee for the application; preparing the investment plan and the indicator matrix usually requires accountants or consultants whose fees are not regulated.
Example: Illustration only: a promoted project investing UYU 402,140,000 with a matrix result of 40 percent could exonerate up to UYU 160,856,000 of IRAE over the period COMAP sets, never more than 90 percent of the IRAE due in any single year. / Investment of about US$10,000,000; IRAE exoneration capped at about US$4,000,000 under the assumed 40 percent matrix result.Ley Nº 16.906 art. 11, art. 12 (inciso 1 as worded by Ley Nº 20.446 of 16 December 2025) and art. 15; Decreto Nº 268/020 (as amended by Decreto Nº 218/025 of 23 October 2025), Ley 16.906 art. 11, 12 and 15; Decreto 268/020 art. 17, 18 and 19, 2020-09-30 official text · verified 2026-10-26 · changed: Decreto Nº 218/025 of 23 October 2025 added a rule barring tobacco industry companies from the regime; Ley Nº 20.446 of 16 December 2025, art. 195, reworded the composition of the COMAP in art. 12 of Ley 16.906.

4. The application goes through the COMAP single window, which has 5 business days to forward it to COMAP. COMAP then has 90 business days to recommend; the term can be suspended for up to 90 business days to request more information. If COMAP does not decide in time, it is deemed to recommend granting the benefits; if the company does not supply requested information in time, the application is deemed withdrawn.Decreto Nº 268/020, Art. 7, art. 9 and art. 10, 2020-09-30 official text · verified 2026-10-26

5. The sociedad por acciones simplificada (SAS) is a commercial company whose capital is represented by shares and whose shareholders are not liable beyond their contributions. It can be formed by one natural person, one legal entity other than a sociedad anónima, or several natural or legal persons, by public or private written instrument, and must be registered in the Registro de Personas Jurídicas, Sección Registro Nacional de Comercio within 30 days of signing; it is regularly constituted on registration. The law provides for a fully online formation with advanced electronic signature, in which the registry must qualify the filing within 24 hours from the business day after submission. Capital must be fully subscribed at formation, with at least 10 percent paid in if in cash or 100 percent if in kind, and full payment within 24 months.
Cost to do it: The law sets no minimum capital. Registry, notarial and professional fees apply and are not fixed in the law.
Example: Subscribed cash capital of UYU 1,000,000: at least UYU 100,000 must be paid in at formation and the rest within 24 months. / About US$24,867 subscribed; at least about US$2,487 paid in at formation.Ley Nº 19.820 (entrepreneurship promotion law, SAS regime), Art. 8, art. 11 and art. 15, 2019-09-18 official text · verified 2026-10-26

6. Foreign companies are recognized in Uruguay once their existence is proven and may carry out isolated acts and appear in court. To carry on their business through a branch or other permanent representation they must register in the commercial registry the articles, the decision to establish in Uruguay, the local domicile, the persons who will manage or represent it and the capital assigned when the law requires it, and make the publications required for local companies of their type. The branch must keep separate accounts in Spanish and is subject to the applicable administrative controls; its representatives bear the same liability as directors of local companies.
Cost to do it: Registry and publication fees apply; amounts are not set in the law.Ley Nº 16.060 (Commercial Companies Law), Art. 192, art. 193, art. 194 and art. 195, 1989-09-04 official text · verified 2026-10-26

7. Resident entities must unequivocally identify their beneficial owners, defined as natural persons who directly or indirectly hold at least 15 percent of the capital or voting rights, or otherwise exercise final control, and report them by sworn declaration to the registry kept by the Banco Central del Uruguay, including the ownership chain. Changes must be reported within 45 days, or 90 days when they concern nonresident members of the chain or beneficial owners. Entities may not pay dividends, redemptions or liquidation proceeds to holders whose beneficial owners have not been identified, and cannot record acts in the public registries without proof of compliance.Ley Nº 19.484 (fiscal transparency law); art. 30 as worded by Ley Nº 19.924, Art. 22, art. 23, art. 27, art. 29, art. 30, art. 33 and art. 37, 2017-01-05 official text · verified 2026-10-26

8. IRAE, the corporate income tax on Uruguayan source income from economic activities, is levied at 25 percent of net taxable income.
Example: Net taxable income of UYU 4,021,400 bears IRAE of UYU 1,005,350. / About US$100,000 of taxable income; about US$25,000 of IRAE.Texto Ordenado 2023 (DGI), Título 4; source Ley Nº 18.083 art. 3, Título 4, art. 23, 2006-12-27 official text · verified 2026-10-26

9. Nonresident income tax (IRNR) on dividends or profits paid or credited by IRAE taxpayers is 7 percent. Income of entities in low or no tax jurisdictions is taxed at 25 percent, except for dividends from IRAE taxpayers, and other income at 12 percent. Treaty relief, where a treaty applies, is outside this rule.
Example: After IRAE, UYU 3,016,050 distributed to a foreign parent bears IRNR of UYU 211,124, leaving UYU 2,804,926. / US$100 of dividend leaves US$93 after the 7 percent IRNR; on US$100,000 of pre tax profit the combined IRAE and IRNR burden is 30.25 percent, leaving about US$69,750.Texto Ordenado 2023 (DGI), Título 8; source Ley Nº 20.075 art. 487, Título 8, art. 18, 2022-10-20 official text · verified 2026-10-26

10. VAT (IVA) has a basic rate of 22 percent and a minimum rate of 10 percent. The law directs the Executive to cut the basic rate gradually to 20 percent when fiscal results allow; once cut, it cannot be raised again without a law.
Example: A taxable service invoiced at UYU 1,000,000 carries UYU 220,000 of IVA at the basic rate. / About US$24,867 plus about US$5,471 of IVA.Texto Ordenado 2023 (DGI), Título 10; source Ley Nº 18.083 art. 25, Título 10, art. 34, 2006-12-27 official text · verified 2026-10-26

11. A new Título 21 of the consolidated tax text, the Impuesto Mínimo Complementario Doméstico, applies to constituent entities located in Uruguay of multinational groups with consolidated annual revenue of at least EUR 750,000,000 in at least 2 of the 4 preceding fiscal years. It tops up the Uruguayan effective rate to 15 percent on excess profit (net qualifying income less a substance carve out for payroll and tangible assets) and arises at the close of each fiscal year. The Executive must set how existing legal tax stability guarantees are reconciled with this tax; this was regulated by Decreto Nº 206/026 of 31 August 2026.
Example: Illustration only: if a group's Uruguayan entities show a 10 percent effective rate on UYU 100,000,000 of excess profit, the top up is 5 percentage points, UYU 5,000,000. / About US$2,486,696 of excess profit; top up of about US$124,335.Ley Nº 20.446 (2025 to 2029 National Budget Law), art. 665 adding Título 21 to the Texto Ordenado 2023, and art. 666, Ley 20.446 art. 665 (Título 21 art. 3, art. 13 and art. 15) and art. 666, 2025-12-16 official text · verified 2026-10-26 · changed: New tax added to the Texto Ordenado 2023 from the promulgation of Ley Nº 20.446 on 16 December 2025 (published 8 January 2026); the law generally applies from 1 January 2026.

Step	Rate	UYU	Approx. USD
Pre tax profit		4,021,400	100,000
IRAE (Título 4 art. 23)	25%	1,005,350	25,000
Dividend distributed		3,016,050	75,000
IRNR on dividend (Título 8 art. 18)	7%	211,124	5,250
Net to parent		2,804,926	69,750
Combined burden	30.25%	1,216,474	30,250

US$100,000 of pre tax profit taken out as a dividend to a nonresident parent (no treaty relief; UYU 40.214 per US dollar)

Worked example

A foreign parent forms a Uruguayan SAS with UYU 1,000,000 of cash capital, pays in UYU 100,000 at signing and registers within 30 days (Ley Nº 19.820 art. 11 and 15). The company earns UYU 4,021,400 (about US$100,000) of taxable income, pays UYU 1,005,350 of IRAE at 25 percent, and distributes UYU 3,016,050; IRNR of 7 percent (UYU 211,124) is withheld and UYU 2,804,926 (about US$69,750) is transferred abroad freely under Ley Nº 16.906 art. 5, provided its beneficial owners are identified and reported (Ley Nº 19.484 art. 33).

Step by step

1. Decide the vehicle: an SAS under Ley Nº 19.820 (one or several shareholders, flexible bylaws, registration within 30 days of signing, online formation available), a sociedad anónima or other type under Ley Nº 16.060, or a registered branch of the foreign company under Ley Nº 16.060 art. 193.
2. If you choose a single shareholder SAS, check who the founder is: Ley Nº 19.820 art. 11 allows one natural person or one legal entity other than a sociedad anónima.
3. For a branch, register the foreign articles, the decision to establish in Uruguay, the local domicile, the representatives and any assigned capital, make the required publications and keep separate accounts in Spanish (Ley Nº 16.060 art. 193 and 194).
4. Identify the beneficial owners (15 percent or control) and file the sworn declaration with the BCU registry; calendar the 45 day (90 day for nonresidents) window for every later change (Ley Nº 19.484 art. 22, 29 and 30).
5. If the investment is significant, file the project with the COMAP single window before executing it: forwarding within 5 business days, COMAP recommendation within 90 business days, deemed favorable recommendation if it does not decide (Decreto Nº 268/020 art. 7, 9 and 10).
6. Model the tax cost of the structure: IRAE 25 percent, IRNR 7 percent on dividends to nonresidents, IVA 22 percent, and, for groups with EUR 750 million or more of revenue, the 15 percent domestic minimum tax.
7. Before every dividend, check that beneficial owner reporting is current, since distributions to unidentified holders are prohibited (Ley Nº 19.484 art. 33).

Common traps

A single shareholder SAS cannot be formed by a sociedad anónima (Ley Nº 19.820 art. 11); structure the founder accordingly.
An SAS is taxed like a sociedad personal for all tax purposes, including the tax on profit distributions (Ley Nº 19.820 art. 42), so do not assume it is taxed exactly like a sociedad anónima.
An SAS whose annual revenue exceeds UI 37,500,000 at year end automatically falls under the state control body's oversight 180 days later, on the same terms as closely held sociedades anónimas (Ley Nº 19.820 art. 10).
Missing beneficial owner filings block dividends and liquidation payouts to the unidentified holders, suspend the company's tax compliance certificate and prevent recording acts in the public registries (Ley Nº 19.484 art. 33, 34 and 37).
COMAP benefits are not a blank cheque: exonerated IRAE is capped at 100 percent of the amount actually invested and at 90 percent of each year's IRAE, and if a deemed favorable recommendation later proves ineligible, taxes are reassessed indexed by the UI, without fines or surcharges (Decreto Nº 268/020 art. 10 and 17).
Large multinational groups should model whether COMAP exonerations push their Uruguayan effective rate below 15 percent, which would trigger the domestic minimum top up tax (Ley Nº 20.446 art. 665).