Business entities in Uruguay
Since 2003, Healy Consultants provides our Clients with the best corporate vehicles for doing business in Uruguay. While there are a number of ways of start a business in Uruguay, the most common for small and medium sized business is the establishment of a Uruguay limited liability company. Entrepreneurs looking to set up larger corporations may alternatively establish a Uruguay public limited liability company. Foreign legal entities are also allowed to setup permanent establishments in the form of branch offices or representative offices.
The Uruguay limited liability company (SAU)
- A Uruguay LLC requires at least 2 shareholders and 1 director who can either be individuals or corporates. This director and the shareholders can be of any nationality and are not required to be resident in Uruguay. The company lastly requires a capital of only at least 1 share (in any currency) to complete its incorporation;
- An Uruguay limited liability company can also be used as a legally tax exempt company provided our Clients do not have i) any staff in Uruguay and ii) any customer in Uruguay. We also recommend to open the corporate bank account outside of Uruguay, although this is not strictly required. For additional information, refer to our Uruguay tax exempt company page.
The Uruguay public limited company (SA)
- The Uruguay public limited company (PLC, also known as SA in Uruguay) requires at least 2 shareholders and 1 director who can either be individuals or legal entities to be incorporated. The director and shareholders can be of any nationality and do not need to be resident in Uruguay. At least 25% of the company’s authorized share capital must be paid up before incorporation;
- The public limited company (SA) is also required by law to appoint a statutory auditor even if the company shares are not publicly traded.
The Uruguay free trade zone company (SAZF)
- The Uruguay free trade zone company is generally a LLC or a PLC incorporated within an Uruguay Free Trade Zone. Such type of business entity requires at least 2 shareholders and 1 director to be incorporated. The director and shareholders can either be individuals or a body corporate and need not be resident in Uruguay;
- A free trade zone company is subject to statutory audit if it has total assets exceeding US$585,000 or an annual turnover exceeding US$2 million. It must also appoint a registered agent who can either be an individual or a legal entity and must be resident in Uruguay. This entity is exempt from all national taxes in Uruguay, except in some cases from withholding tax on dividends repatriated abroad.
The Uruguayan branch (Sucursal)
The Uruguay Company Law allows foreign legal entities looking to setup permanent establishments in Uruguay to open branch offices in Uruguay. This branch must appoint at least 1 director representative who must be resident in Uruguay. A Uruguayan branch office is not considered a separate legal entity and therefore its parent company is liable for its obligations and activities.
The Uruguay representative office (Oficina de Representacion)
Foreign entities may setup representative offices in Uruguay. A Uruguayan representative office is not considered a legal entity and is not permitted to conduct any commercial activities in Uruguay. A rep office is only permitted to conduct market research and to promote the parent company’s products and services.
Comparison table between Uruguay business entities
|Business entities||Limited liability company||Public limited company||Free zone company||Branch||Representative office|
|Also known as||SAU||SA||SAZF||Sucursal||Oficina de representacion|
|How long to set the company up?||9 weeks||9 weeks||9 weeks||12 weeks||12 weeks|
|How long to open company bank account?||4 weeks||4 weeks||4 weeks||4 weeks||4 weeks|
|Wholly foreign owned?||Yes||Yes||Yes||Yes||Yes|
|Minimum share capital?||US$1||US$1||US$50,000||US$1||US$1|
|File annual tax return?||Yes||Yes||Yes||Yes||No|
|Tax registration certificate required?||Yes||Yes||Yes||Yes||No|
|Recommended corporate bank account?||HSBC||Citibank||BBVA||Santander||Scotiabank|
|Does our Client need to travel?||No||No||No||No||No|
|Resident director required?||No||No||No||No||No|
|Resident shareholder required?||No||No||No||No||No|
|Resident registered agent required?||Yes||Yes||Yes||Yes||Yes|
|Minimum directors allowed?||1||1||1||1||1|
|Tax identification code (TIN) needed?||Yes||Yes||Yes||Yes||No|
|Corporate shareholders allowed?||Yes||Yes||Yes||Yes||Yes|
|Corporate director(s) allowed?||Yes||Yes||Yes||Yes||Yes|
|Uruguay corporate tax rate?||25%||25%||0%||25%||0%|
|Annual financial statements required?||No||No||No||No||No|
|Statutory audit required?||No||No||No||No||No|
|Regulated by?||National Chamber of Commerce and Services of Uruguay||National Chamber of Commerce and Services of Uruguay||Relevant Free Zone Authority||National Chamber of Commerce and Services of Uruguay||National Chamber of Commerce and Services of Uruguay|
|Allowed to issue sales invoices?||Yes||Yes||Yes||Yes||No|
|Allowed to sign contracts?||Yes||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||Yes||No|
|Can rent an office space in Uruguay?||Yes||Yes||Yes||Yes||Yes|
|Can buy Uruguay property?||Yes||Yes||Yes||Yes||No|
|Can own equity in other Uruguay companies?||Yes||Yes||Yes||Yes||No|
|Total Uruguay business setup costs in Yr. 1||US$22,105||US$20,105||US$18,055||US$22,995||US$22,905|
|Subsequent annual costs (incl. accounting and tax fee)||US$7,450||US$7,450||US$4,550||US$7,450||US$7,450|
|Draft PDF invoice|