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Capital gains in Uruguay: share and property sales by non residents, the 12 percent IRNR, the 20 percent of price fallback and the indirect transfer rule

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

Uruguayan companies include gains in IRAE at 25 percent; non residents pay IRNR at 12 percent on gains from Uruguayan shares, real estate and other assets located in Uruguay. The gain is price minus updated tax cost when the cost can be reliably proved; otherwise the taxable gain is 20 percent of the price, an effective 2.4 percent of the price at the 12 percent rate. Since 1 January 2026 the sale of a foreign holding company can also be Uruguayan source when Uruguayan assets exceed half of its assets or UI 31.5 million and more than half of them change hands, with exceptions for intragroup reorganisations.

USD figures use UYU 40.214 per US dollar, the BCU quotation for DLS. USA BILLETE on 26 October 2026; UI amounts use UYU 6.6780 per Unidad Indexada, the BCU quotation for 26 October 2026. Both were retrieved from the BCU quotations service on the verification date; conversions are for orientation only.

Key facts

IRNR rate on capital gains of non residents (25 percent low tax)12 %T.O. 2023 Title 8 art. 18, as of 2026-10-27 · in force
Deemed gain when tax cost cannot be proved (share of price)20 %T.O. 2023 Title 7 art. 32, as of 2026-10-27 · in force
Deemed gain for low or no tax jurisdiction sellers (share of price)30 %T.O. 2023 Title 8 art. 16 literal C), as of 2026-10-27 · in force
Uruguayan assets value above which a foreign holding sale can be Uruguayan source31500000 UIT.O. 2023 Title 8 art. 7 numeral 3) (Ley Nº 20.446 art. 658), as of 2026-10-27 · in force
Look back period for the indirect transfer asset tests365 daysT.O. 2023 Title 8 art. 7 numeral 3), as of 2026-10-27 · in force
Real estate transfer tax (ITP) on seller and on buyer2 %T.O. 2023 Title 19 art. 7, as of 2026-10-27 · in force
UYU per US dollar used for conversions (BCU, DLS. USA BILLETE, 26 October 2026)40.214 UYUBCU quotations service, as of 2026-10-27 · in force

The rule

1. Non residents are taxed under IRNR on Uruguayan source capital gains (incrementos patrimoniales) computed under the IRPF rules, at 12 percent, or 25 percent for entities in low or no tax jurisdictions.
Cost to do it: 12 percent of the computed gain.
Example: A gain of UYU 160,856,000 on Uruguayan shares bears UYU 19,302,720 of IRNR. / A US$4,000,000 gain bears US$480,000.Texto Ordenado 2023 (DGI), Title 8 IRNR, Title 8 art. 6 literal D), art. 13 literal B) and art. 18, 2006-12-27 official text · verified 2026-10-27
2. For transfers of assets other than real estate, the gain is computed with the real estate criteria (price minus tax cost updated) when the tax cost can be reliably proved; if not, the gain is 20 percent of the sale price excluding ITP. For assets located abroad the cost is taken in the investment currency, and for listed financial assets the cost may be the quotation at 31 December 2025, with an annual option to use the 20 percent of price rule.
Cost to do it: Effective 2.4 percent of the price when the 20 percent rule applies.
Example: Shares sold for UYU 402,140,000 with no provable cost: gain UYU 80,428,000, IRNR UYU 9,651,360. / A US$10,000,000 sale under the fallback bears US$240,000, compared with US$480,000 on a proven US$6,000,000 cost.Texto Ordenado 2023 (DGI), Title 7 IRPF, as amended by Ley Nº 20.446, Title 7 art. 32 (applied to IRNR by Title 8 art. 13), 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 651 numeral 2 added the rules on foreign assets, the 31 December 2025 quotation and the annual 20 percent option, from 1 January 2026.
3. Indirect transfers: the transfer of shares of a non resident entity, or the creation or assignment of usufruct over them, is Uruguayan source if at any time in the 365 days before the transfer more than 50 percent of its assets were located in Uruguay, or those assets exceeded UI 31,500,000 and the transfer represents more than 50 percent of them; the Uruguayan source income is the proportion of Uruguayan assets to total assets. The rule does not apply to transfers and mergers or spin offs where the ultimate owners are the same, keep at least 95 percent of their proportions and keep them, and the acquired holdings, for at least two years.
Cost to do it: UI 31,500,000 is about UYU 210,357,000 (US$5,230,939) at the 26 October 2026 UI.
Example: A foreign holding whose only asset is a Uruguayan company worth UYU 402,140,000 is sold: the gain is Uruguayan source in full. / A US$10,000,000 sale of a foreign holding whose assets are 60 percent Uruguayan is Uruguayan source for 60 percent of the gain.Texto Ordenado 2023 (DGI), Title 8 IRNR, as amended by Ley Nº 20.446, Title 8 art. 7 numeral 3) (text of Ley Nº 20.446 art. 658), 2025-12-16 official text · verified 2026-10-27 · changed: Ley Nº 20.446 art. 658 replaced numeral 3) from 1 January 2026 (art. 3 of that law).
4. Exemptions include gains on redemptions of equity of IRAE and IMEBA taxpayers, gains on transfers of up to UI 30,000 each when the year's total of such transfers is below UI 90,000, gains on public debt, and gains on publicly subscribed listed shares, bonds and financial trust securities that meet the art. 19 literal Q) conditions.
Cost to do it: No IRNR where the exemption applies.
Example: A UYU 166,950 sale of a small asset (UI 25,000) is exempt if annual sales under UI 30,000 stay below UI 90,000. / A share redemption gain from an IRAE taxpayer is exempt for the non resident shareholder.Texto Ordenado 2023 (DGI), Title 8 IRNR, Title 8 art. 19 literals A), D), H) and Q), 2006-12-27 official text · verified 2026-10-27
5. Entities resident or located in low or no tax jurisdictions: gains on Uruguayan real estate are computed on a real basis under the IRPF real estate rules, and for other transfers of assets in Uruguay the fallback percentage is 30 percent of the price instead of 20 percent; the 25 percent IRNR rate applies.
Cost to do it: Effective 7.5 percent of the price under the 30 percent fallback.
Example: Shares sold for UYU 402,140,000 by a low tax jurisdiction company without provable cost bear UYU 30,160,500. / US$750,000 on a US$10,000,000 sale.Texto Ordenado 2023 (DGI), Title 8 IRNR, Title 8 art. 16 literals B) and C) and art. 18, 2017-01-05 official text · verified 2026-10-27
6. Real estate: the gain is the price (not lower than the cadastral real value) minus the tax cost updated by the UI and the seller's ITP. ITP is 2 percent for the seller and 2 percent for the buyer, on the cadastral real value updated by the IPC, or on the price if that is lower.
Cost to do it: 2 percent ITP on each side plus 12 percent IRNR on the gain.
Example: If the updated cadastral value of an apartment sold for UYU 16,085,600 is UYU 10,053,500, seller and buyer each pay ITP of UYU 201,070, and the seller also pays IRNR on the UI updated gain. / With a US$250,000 updated cadastral value, ITP is US$5,000 for each side of a US$400,000 sale, plus IRNR on the seller's gain.Texto Ordenado 2023 (DGI), Title 7 IRPF and Title 19 ITP, Title 7 art. 29; Title 19 art. 5 and art. 7, 1990-03-31 official text · verified 2026-10-27
7. Resident companies include gains on the sale of assets in gross income subject to IRAE at 25 percent; capital gains are not taxed separately.
Cost to do it: 25 percent of the taxable gain.
Example: A UYU 160,856,000 gain on the sale of a subsidiary by a Uruguayan holding company bears UYU 40,214,000 of IRAE. / US$1,000,000 on a US$4,000,000 gain.Texto Ordenado 2023 (DGI), Title 4 IRAE, Title 4 art. 23 and Chapter IV (gross income), 2006-12-27 official text · verified 2026-10-27
CaseTaxable gain (US$)RateIRNR (US$)Share of price
Proven updated cost of US$6,000,0004,000,00012 percent480,0004.8 percent
Cost not provable: 20 percent of price2,000,00012 percent240,0002.4 percent
Low tax seller, cost not provable: 30 percent of price3,000,00025 percent750,0007.5 percent

IRNR on the sale by a non resident of Uruguayan shares for US$10,000,000 (UYU 402,140,000).

Worked example

  • A Delaware LLC owns a Uruguayan S.A. and sells the shares for US$10,000,000 (UYU 402,140,000). Its documented, updated tax cost is US$6,000,000.
  • IRNR is 12 percent of the US$4,000,000 gain, US$480,000 (UYU 19,302,720) (Title 8 art. 13 and 18). Without reliable cost evidence it could pay 12 percent of 20 percent of the price, US$240,000 (Title 7 art. 32); here proving cost costs more, so the choice matters.
  • If instead the LLC sells its own parent company abroad and the Uruguayan S.A. is more than half of that parent's assets in the prior 365 days, the gain is Uruguayan source in the proportion of Uruguayan assets (Title 8 art. 7 numeral 3).

Step by step

  1. Gather acquisition documents to prove the tax cost, or assess whether the 20 percent of price rule gives less tax.
  2. For a foreign holding sale, test the 50 percent and UI 31.5 million criteria at any time in the 365 days before closing and check the reorganisation exception.
  3. Agree in the share purchase agreement who files and pays the IRNR and how the buyer is protected.
  4. For real estate, budget ITP at 2 percent for each side on the cadastral based value and the IRNR on the seller's gain.
  5. Keep in mind that a low tax jurisdiction seller faces 25 percent and a 30 percent of price fallback.

Common traps

  • The indirect transfer rule now reaches sales of foreign holding companies with significant Uruguayan assets, measured at any time in the 365 days before the sale (Title 8 art. 7 numeral 3, from 1 January 2026).
  • The 20 percent of price fallback is a ceiling on uncertainty, not a choice in every case: for foreign assets and listed securities Ley Nº 20.446 made it an annual option, but for Uruguayan shares it applies only when cost cannot be proved (Title 7 art. 32).
  • Intragroup restructurings keep the exception only if ownership stays at least 95 percent identical for two years after the transfer.
  • Sellers located in low or no tax jurisdictions pay 25 percent with a 30 percent of price fallback (Title 8 art. 16).

Sources

Related pages

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