Navigating Business Registration in Uruguay: A Comprehensive Guide

Uruguay offers foreign investors three primary business structures: Corporations (Sociedad Anónima), Limited Liability Companies (Sociedad de Responsabilidad Limitada), and Sole Proprietorships. A distinctive feature of Uruguay's tax system is that business taxation is based on the number of owners and employees rather than registered capital. Minimum monthly taxes start at approximately 100 USD for business owners and 40 USD per employee.

Corporation (Sociedad Anónima)

This structure requires a minimum share capital of 50,000 USD, denominated in Uruguayan pesos. Founders must contribute at least 25% of capital at incorporation and are obligated to reach 50% eventually. Notably, issued shares cannot exceed 50% of the total share capital, and all accounting must be maintained in local currency.

Limited Liability Company (SRL)

Partners must execute a partnership agreement and register with the National Directorate of Commerce. The registration process typically takes about one month and requires publication in the Official Gazette and another newspaper. Minimum capital requirements range from 1,100 USD to 50,000 USD, with at least 50% payable upon contract signing. Additional registrations with tax authorities, social security, and labor departments are mandatory.

Sole Proprietorship

This popular option for micro-entrepreneurs has no minimum capital requirements. However, business assets are considered personal assets of the owner. While there's no limit on employees, regulatory obligations change significantly after hiring the sixth worker.

Essential Documentation for Company Registration

Successful registration requires careful preparation of several key documents:

Company name reservation with the Public Registry
Notarized articles of association detailing business activities and corporate structure
Passport copies and personal details of all shareholders and directors
Proof of registered office address in Uruguay
Evidence of initial capital deposit
Tax identification number (RUT) from the Dirección General Impositiva
Social security and labor insurance registrations
Appointment of qualified accountant
Sector-specific operating permits where applicable
Notarized Spanish translations of foreign documents

Registration Pathways and Timelines

Companies can choose from three registration approaches:

Direct Application: Prepare corporate statutes for government approval, followed by multiple agency registrations. This comprehensive process can take several months.
Notary-Assisted Registration: Engage a local notary to handle documentation for 300-500 USD, typically requiring 4-6 months for completion.
Business Acquisition: Purchase an existing shelf company through a notary for 1,200-2,000 USD, enabling registration within days. This efficient option is preferred by most foreign investors.

Uruguay's Corporate Legal Framework

Uruguay's commercial legislation aligns with international standards, providing clear guidelines for corporate governance, shareholder rights, and operational requirements. The legal framework mandates proper registration with relevant authorities and establishes transparent procedures for corporate dissolution when necessary.

Alternative Employment Solutions

For companies seeking to test the Uruguayan market or hire talent without establishing a legal entity, SailGlobal offers comprehensive Employer of Record services. This solution enables businesses to compliantly hire staff in Uruguay within days, bypassing complex registration processes while ensuring full compliance with local labor regulations.

Uruguay Company Registration: Complete Guide for Foreign Businesses 2024