Company Registration in Uruguay
                     
COMPANY 
REGISTRATION IN 
URUGUAY
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URUGUAY
Uruguay is located in Southern South 
America, and borders the South Atlantic 
Ocean, between Argentina and Brazil. 
Uruguay’s economy is characterised by an 
export-oriented agricultural sector, a well-
educated work force, and high levels of social 
spending. Despite the recent global financial 
crisis, the country has managed to avoid a 
recession and keep positive growth rates, 
mainly through higher public expenditure and 
investment, and GDP growth reached 8.5% in 
2010 and 6% in 2011. Uruguay offers an 
opportunity to register an offshore company 
in a Free Trade Zone which is exempt from all 
national taxes. Licensehub.in can assist you 
in setting up a company in Uruguay.
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The Republic of Uruguay is a country of Latin America, but it would be wrong to equate it 
to any of the Latin American countries, because nowadays Uruguay is characterized by 
enviable political stability and has extremely progressive social legislation. And, of course, 
the political stability is one of the decisive factors influencing the formation of reputation of 
the offshore jurisdiction.
Uruguay is the third most reliable country in Latin America. Therefore, more and more 
entrepreneurs are tending to buy or register company in Uruguay. The geographical 
location of Uruguay is the Atlantic coast of South America. Uruguay shares its borders with 
such countries as Brazil (land border) and Argentina (the border passes through the 
Uruguay river). The country is poor in subsoil resources. The population of the republic 
(and it is more than 3 million people) is mostly immigrants from the European countries, 
such as Spain and Italy. There are French people, British people, and natives of Brazil.
Spanish language has the status of the state language. At the same time, most 
Uruguayans use English and other European languages. The national currency is the 
Uruguayan peso.
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PROFITS OF REGISTERING COMPANY IN URUGUAY
The main reasons are:
- democratic policy of the government;
- liberal tax legislation;
- lack of currency control;
- existence of such free zones as Nueva Palmyra, Colonia and 
Carrasco, etc.;
- progressive conditions for doing offshore business in Uruguay;
- principle of preservation of bank secrecy, underlying the 
functioning of the financial sector.
The Government of Uruguay encourages the investors in every 
possible way.
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IMPORTANT ASPECTS
The law on the stimulation of industrial production stipulates that all the 
projects aimed at expanding or modernizing production in the republic are 
not subject to taxation. Such projects are considered as priority. The law 
provides for the possibility of obtaining benefits regarding tax on the 
import of productive capital, income tax, and inheritance tax.
There is temporary tax abatements for importation of industrial products 
used in the production of export goods. The stage of their processing does 
not matter. It is also possible to refund indirect tax, and the company is 
admitted to special loans. It is possible to obtain them both in US dollars 
and in local currency. In order to protect their own interests, foreign 
investors prefer to conclude contracts with the government, guaranteeing 
the preservation of imported funds.
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Forms of doing business in Uruguay
Registration of business in Uruguay can be 
carried out in several forms. Among them 
there are:
- Limited Liability Company (Sociedad de 
Responsabilidad Limitada), SRL;
- Anonymous society (Sociedad Anonima), 
SA.
The companies with limited liability (SRL) 
are usually established by the 
representatives of small business in 
Uruguay.
SA company in Uruguay is the corporate 
structure.
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TYPES OF COMPANY IN URUGUAY
There are four main types of ways to establish a business:
•     UNIPERSONAL (a sole-tradership). This is only for physical persons with small scale 
operations and therefore is not appropriate for a business.
•     SOCIEDADES DE RESPONSIBILIDAD LIMITADA (a limited liability partnership). This form 
of company is only suitable for small to medium sized businesses.
•     SOCIEDADES DE ZONA FRANCA (a limited liability company for Duty Free Zones). These 
are a special form of company which are required if one wants to operate out of a duty-
free zone. The company must sign a contract with a duty-free zone owner in which it 
specifies the activities it will carry out. This contract and a business plan must be 
approved by the Duty Free Zone Regulator, before the company can be approved for 
registration.
•     SOCIEDADES ANONIMAS ("S.A.") - literally an "Anonymous Society", it is a limited 
liability company. This is the most typical form of company used in Uruguay. It has several 
advantages over other company forms. For example, directors do not have to make social 
security contributions.
   
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NATIONAL TREATMENT AND OTHER ASPECTS
From a fiscal point of view foreigners and nationals are 
treated the same. In terms of rights and obligations, 
foreigners are free to use any of the company formats 
independently, whether a resident of Uruguay or not. Also, 
there is no requirement to have a local partner in any 
business venture. In addition we would highlight the 
following particular advantages of the Uruguayan legal 
regime:
•     Total freedom to exchange currencies;
•     Freedom to receive and remit funds;
•     Any and all foreign currencies can be used, so that it is 
possible to contract in any currency and that contract will 
also be enforceable in court;
•     Total confidentiality (as a result of the legal provisions 
covering bank secrecy, client confidentiality for the legal 
and accounting professions).
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Types of shares
In S.A.'s the shares can be bearer shares, which is easy for transactional purposes. Historically, 
bearer shares were popular as a means of hiding the real ownership of a company. In recent 
years, legislation has been introduced by which the shares must have a named owner. Or, 
alternatively the Uruguayan Central Bank must be informed of the names of the final beneficial 
owners. The Central Bank keeps a register to be used in the case that a court orders that the veil 
of corporate ownership be lifted.
S.A.'s receive special tax treatment if they only operate abroad, paying a highly reduced level of 
taxes. The fact that SA's are subject to Central Bank and Commerce Register supervision – which 
do not affect the good running of the company in any way – means that Uruguayan SA's have 
been favourably compared to similar company forms in other jurisdictions that exercise no control 
at all over the activities of the company.
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LIMITED LIABILITY PARTNERSHIP
The Limited Liability Partnership is the type of legal structure normally used 
by small and medium sized entities in the country.The Companies' Corporate 
Agreement is created by at least two partners and not more than fifty and is 
filed within the National Register of Commerce. An extract of the Corporate 
Agreement must be published once in the Official newspaper and in a private 
one. Until the incorporation process is complete, the partners are jointly and 
severally liable. According to this, each partner is only responsible for the 
capital nvested in the company. Similar to corporations, a meeting must be 
held to approve the balance sheet of the company every year. However, 
readymade companies do not exist.The usual form of partnership is where all 
partners participate in the management of the partnership business and 
have limited liability. Transfer of ownership among partners is not limited. 
Transfers to third parties are subject to the approval of the partners of age, 
when there are five partners or less.
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Cost of formation and time taken
There are two ways to form an S.A. in 
Uruguay:
•     Buying a company off-the-shelf ready to 
operate, with a standard broad set of 
articles and with a name not that of choice.
•     Forming one's own company with the 
name of choice and articles specific to the 
companies objects.
In both cases the costs are likely to be around 
U$S5000. The major difference is forming 
one's own company takes around 3 months, 
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ADVANTAGES OF INVESTING IN URUGUAY
The Uruguayan economy enjoys a clear competitive advantage in producing 
and processing primary products due to the abundance of natural resources 
together with a world class transport and telecommunications 
infrastructure.Promotion and protection of investments has been a consistent 
State policy in Uruguay.Foreign investors receive the same treatment as 
domestic investors. There is complete financial market freedom and no prior 
authorization is required to trade foreign currency or to inject or repatriate 
capital.Uruguay also offers a low cost business environment, high skill levels 
and competitive salary costs for qualified professional/executives. The 
lifestyle, climate and educational opportunities are key attractions. As well, 
Uruguay is a prime tourism destination, with the best summer resort in South 
America. investing in Uruguay is a reliable entry point for investors in the 
exciting Mercosur region, because its strategic location offers easy access to 
major business and industrial centers in the region. The country's port 
facilities are strategically located along the Atlantic Ocean and the Paraguay-
Paraná fluvial waterway to access both overseas locations and the center of 
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MAIN FEATURES
• Uruguay is a stable, secure jurisdiction with a sophisticated legal system and developed 
economy
• Uruguay is politically and economically stable, making Uruguay company formation a good long-
term solution
• 100% foreign ownership is permitted
• A minimum of one director and one shareholder is required, who can be of any nationality and 
need not be resident in Uruguay
• Corporate shareholders are permitted
• Following the incorporation of a SAFI, shareholders’ and directors’ details are not available for 
public viewing
• If properly structured, a SAFI is legally exempt from corporation tax provided certain conditions 
are met. One such condition is that the company is not permitted to conduct business in Uruguay
• International entrepreneurs use the Uruguayan SAFI for the following activities: i) investing in 
securities, bonds, shares, notes, debentures ii) real estate investment and iii) legally tax-exempt 
international trade.
• A Uruguayan limited liability company is subject to a profits tax of 30% on international and local 
income
• A Uruguayan company is also required to register for value added tax (VAT), currently levied at 
23%
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THANK YOU
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