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1.1.1. Main Forms of Doing Business

Uruguayan law provides for a number of business forms for investors. These include:

Corporation (Sociedad Anónima)

Corporations in Uruguay can be formed as closed or public and are typically used for larger businesses.

Key aspects of a corporation include:

  • Liability of shareholder's is limited to their contribution to the corporation;
  • Formed by a minimum of 2 shareholders, natural persons or legal entities;
  • After formation is complete, only a single shareholder is required;
  • 50% of the capital must be subscribed, and 25% must be paid up upon incorporation;
  • Managed by a board of directors, although a single director is permitted and can be chosen among the shareholders or third parties;
  • Transfer of ownership of shares is restricted in the case of a closed corporation but not for an open corporation.

Limited Liability Company (Sociedad de Responsabilidad Limitada)

Limited liability company (LLC) is a formalized partnership typically used in Uruguay for smaller businesses.

Key aspects of a LLC include:

  • Liability of partner's is limited to their contribution to the partnership;
  • Formed by a minimum of 2 partners and a maximum of 50;
  • If 20 or more partners, the LLC must be managed by a board of directors;
  • Partners can be natural persons or legal entities;
  • No minimum or maximum capital requirements;
  • Capital is represented by quotas;
  • Transfer of quotas among partners is not limited, but transfers to third parties must be approved by the other partners.

Simplified Corporation (Sociedad Anónima Simplificada, SAS)

Effective 27 September 2019, a simplified commercial company can be formed in Uruguay. This company form is primarily targeted toward entrepreneurs, and transitional provisions apply for the conversion of a sole proprietorship into a SAS.

Key aspects of a SAS include:

  • Liability of shareholder's is limited to their contribution to the corporation;
  • Capital is represented by shares;
  • Formed by one or more natural or legal persons, other than a public limited company;
  • Capital contributions to be made in cash or in kind;
  • For capital contributions in cash, minimum 10% to be paid upon formation and balance to be paid within 2 years. Contributions in kind to be paid entirely upon formation;
  • On conversion of a sole proprietorship into a SAS, an owner remains jointly and severally liable for all the obligations incurred in relation to the sole proprietorship prior to the conversion.
  • The conversion from sole proprietorship to SAS executed within 12 months of the effective date of the law, are eligible for certain tax benefits, such as, transfers to a SAS are exempted from income tax, property tax, and value added tax.
  • If the shareholdings in the SAS are transferred subsequent to the conversion in whole or in part within two years, the exemption is withdrawn, and the relevant taxes become due
  • Company name should be followed by the words “simplified joint stock company” or “SAS”.


A foreign company can establish a branch to conduct operation in Uruguay.

Key aspects of a branch include:

  • Are limited to conducting the same types of business activities as the parent company;
  • The parent company is liable for the debts of the branch without limit;
  • The branch must maintain separate accounts for Uruguayan operations.


Trusts in Uruguay can be used to invest in a variety of business sectors in the country. They can be formed as:

  • Investment or administration trust;
  • Guaranty trust;
  • Financial trust.


General partnerships are defined as an association between two or more parties conducting business in common with the objective of sharing profits and losses. They can be formed with or without written agreement, and partners have unlimited liability.

Consortia (Joint Venture)

Consortia are joint ventures commonly used for large public projects and are not considered a legal entity. They are formed by contracts of an associative nature.