Company Incorporation Guide

Uruguay company incorporation for foreign founders

Applicable country/region: UY - Uruguay

Published: October 7, 2026Updated: October 7, 2026

Written by our advisory team
Uruguay rules and requirements
Checked against official sources

Guide overview

From the company name to the first filings

Uruguay company incorporation means founders, natural or legal persons, Uruguayan or foreign, adopting a company's bylaws and registering it with the Registro Nacional de Comercio (RNC) of the Dirección General de Registros (DGR). The company exists in law once its contract is signed, but it is regularly constituted only once registered; until then a sole founder answers personally for its obligations. The company name comes first (the RNC checks it at registration; reserving it is optional), then the legal form. Next are the local conditions, the registration route the founders' make-up allows and how the cost is built. Registration opens the tax registrations and first duties; after it come the beneficial-owner filing, the bank account and the annual return.

COMPANY TYPES

Picking the S.A.S., S.A. or S.R.L. for Uruguay company incorporation

The Sociedad por Acciones Simplificada (S.A.S.), a simplified stock company under Ley 19.820, needs no approval from the Auditoría Interna de la Nación (AIN) and publishes nothing. The sociedad anónima (S.A.), a stock corporation, and the sociedad de responsabilidad limitada (S.R.L.), a limited liability company, need two or more founders and publish an extract, and an S.A.'s contract needs AIN approval; its directors may be legal persons. Foreign investors' ownership needs no prior authorization. A foreign company can be among an S.A.S.'s shareholders (though no S.A. may found one alone) or open a branch (sucursal), which stays part of it. Banks and insurers cannot use the S.A.S. Its legal representative, who runs and represents it, can be a non-resident foreigner.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Uruguay S.A.S Basic Information

Ownership:

Private Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Uruguay S.A.S Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one.

Requirements For Directors:

At least one.

Legal Representative Not Mandatory:

Negative

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Uruguay S.A.S Registered Capital Requirement

Minimum Registered Capital Requirement:

No min cap requirement

Capital Injection Not Required:

Negative

Capital Injection Requirement:

The share capital of the new company will be calculated at the time of incorporation. At least 10% of it is paid in at incorporation if contributed in cash (100% if in kind), and the rest within 24 months.

REQUIREMENTS AND ESTIMATED COST

How the founders set the route, and what the requirements mean

What varies between founders is the registration route. The online S.A.S. registration is open only when every shareholder, administrator and representative is a natural person, and every signatory needs a Uruguayan advanced electronic signature, which passport holders can get from accredited providers in Uruguay. Otherwise a notary certifies the signatures, and a power of attorney covers a founder who cannot sign in person; each route carries its own government charges. The bylaws state a domicile in Uruguay, and founders without local premises need a street address there for the seat and fiscal address. Filings start at registration and continue while the company is dormant, so both requirements last the company's life and their costs recur after the first year.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

USD 4,400

Requirements

Registered Address: Commercial address in Uruguay is required

To register a company in Uruguay, a commercial address in Uruguay is required. If you do not have a commercial address in Uruguay, you can choose TKEG Expat ™ (EU)'s Registered Address service.

Included: No · Solution availableEstimated Cost: USD 4,800

Accounting: Monthly accounting is required

Monthly tax filings are required once your company is created, even if your company does not have any operations/activities. If you do not have an accountant or accounting agency doing this for you, you can choose TKEG Expat ™ (EU)'s accounting service.

Included: No · Solution availableEstimated Cost: USD 4,800

Estimated Cost

Estimated Cost:

USD 4,400 – 14,000

Check Eligibility And Calculate Price

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TAX

What the tax registration switches on first

The company registers with the Dirección General Impositiva (DGI), which issues its Registro Único Tributario (RUT), and with the Banco de Previsión Social (BPS); online, the registry's confirmation carries both numbers. IRAE, the corporate income tax, applies from the act of constitution, but no advance payments fall due in the year activities start; the minimum monthly IRAE begins with the first month of taxed income. The administrator's or legal representative's monthly BPS contribution runs at once. IRAE's source rule taxes Uruguayan-source income, but under Ley 20.095 multinational-group members can also be taxed on some foreign passive income. Dividends bear withholding tax, and IRAE income older than three fiscal years can be taxed as a deemed dividend.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

25%

CIT Return Due Date:

End of the 4th month after fiscal year-end

CIT Payment Due Date:

End of the 4th month after fiscal year-end

CIT Estimated Payment Due Date:

Monthly advance payments

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

7/12/12

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

7/12/12

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Corporations 25%; individuals 12%

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

24.24%

Composite Effective Marginal Tax Rate:

26.61%

Conclusion

Once registered: beneficial owners, the bank and the annual return

Under Ley 19.484, every S.A.S. files a sworn statement with the Banco Central del Uruguay (BCU) naming its shareholders and beneficial owners. Beneficial owners are natural persons with at least 15% of the capital or votes, directly or indirectly, or final control by other means. The statement is due within 45 days of formation, or 90 days with a non-resident holder or beneficial owner. The corporate bank account, a separate approval with its own identity checks, follows the RUT and that filing. Each year the shareholders approve the financial statements and the company files its annual return. The next step: trace any corporate founder to its natural persons before signing the bylaws, so the BCU filing is on time.

Uruguay

Jurisdiction Overview

About Uruguay

Uruguay is South America’s most politically stable country with strong rule of law, a free trade zone regime offering full tax exemptions, and a strategic Mercosur location between Brazil and Argentina.

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