How to Open a Business in Uruguay

Uruguay offers clear corporate laws, open foreign-investment rules, and streamlined public services (such as the national Investment One-Stop Window) that make incorporation and initial operations straightforward for international businesses. These factors, together with a predictable tax and regulatory environment, make Uruguay an attractive base for regional headquarters, export operations, and service companies.

>> You can read our Doing Business in Uruguay article.

Business structures in Uruguay

Uruguayan law includes the familiar corporate formats used worldwide. Choosing the right form affects taxes, governance, capital requirements, and liability. The most used structures are:

Sociedad Anónima (S.A.):

The capital will be divided into shares, which may be represented by negotiable securities. The liability of shareholders will be limited to the amount of the shares they subscribe. Companies may be:

• open, those that use public savings to form or increase their initial capital, list their shares on a stock exchange, or obtain loans through the public issuance of securities; or
  
  

When incorporating the company, the founders must subscribe and pay at least 25% of the share capital, subscribing the remainder up to 50%. The amounts that are integrated in cash must be deposited in a banking institution in an account in the name of the Company being formed, under the heading "Capital integration account".

Within thirty days of its execution, the incorporation bylaws must be submitted to the National Internal Audit Office, which will review their legality and the subscriptions and integrations made, and which must issue its decision within thirty days from the date of submission of the request. If no decision has been made by the expiration of the established deadlines, the original articles of incorporation, or those with the accepted observations, as applicable, will be considered approved by default.

Sociedad de Responsabilidad Limitada (S.R.L.)

The capital will be divided into cuotas of equal value, which are cumulative and indivisible, and which may not be represented by negotiable securities. The liability of the partners will be limited to the amount of their shares. The number of partners may not exceed fifty. If, for any reason, the number of partners exceeds fifty, the company must be converted into a sociedad anónima (S.A.) within two years, under penalty of dissolution, unless the number of partners is reduced to fifty or fewer within that period.

Content of the Contract

In addition to the provisions of Article 6 of the Commercial Companies Law (16.060), the articles of incorporation must specify the number and value of shares corresponding to each partner, the value assigned to in-kind contributions and the supporting documentation for said valuation, the management and representation structure, and, where applicable, the company's internal audit system.

Publication

Once the articles of incorporation are registered with the Public Registry of Commerce, an extract thereof, containing the company name, the names of the partners, the capital with a breakdown of each partner's shares, the company's purpose, the term of the company, the registered office, and the registration details, must be published within sixty days in the Official Gazette and in another newspaper. A copy of each publication will be added to the company's file. Sociedad Anónima Por Acciones Simplificadas (SAS)

The Sociedad Anónima Por Acciones Simplificadas (SAS) in Uruguay is a corporate form created under Law No. 19,820 (Entrepreneurship Promotion Law, 2019), designed to enable the fast and flexible incorporation of businesses. It is characterised by granting limited liability to its shareholders, whose risk is restricted to the amount of their contributions, and by allowing fully digital incorporation through government platforms. A SAS may be formed by one or multiple shareholders, whether individuals or legal entities, and its internal governance is primarily defined by its bylaws, which allow broad contractual freedom. Its capital is divided into shares, whose transferability can also be freely regulated.

Common requirements for registration

At incorporation, an initial agreement must be signed, containing the following information: those who enter into it, the type of company adopted, the name, the address, the purpose or activity that is proposed to be carried out, the capital, the contributions, the way in which the profits will be distributed and the losses will be borne, the administration and the term of the company.

The articles of incorporation must be registered with the Public Registry of Commerce within thirty days of the day following their execution. Registration may be requested by any of the partners or signatories of the articles of incorporation, or by any person authorised to do so. Companies will be considered duly constituted upon their registration in the Public Registry of Commerce (except for S.A. and S.R.L. companies, for which regularity they must make the publications provided for).

Any legally required publication, without specifying the publication body or the number of days for which it must be complied with, shall be made once in the Official Gazette and once in another newspaper or periodical. The latter must be from the location of the entity's headquarters, and if there are no publications there, it will be done in one of the departments or, failing that, in one of Montevideo.

Registration of bearer equity shares

Creation of a Registry for the Identification of Holders of Bearer Equity Shares, Law No. 18,930 and Decree No. 247/013: In general, all entities that issue bearer equity shares are required to submit certain information for the purpose of maintaining a registry under the auspices of the Central Bank of Uruguay.

Entities Required to Register:

Residents: Public Limited Companies, Limited Partnerships by Shares, Trusts and Investment Funds, Agricultural Societies and Associations.

Holders of bearer equity interests must provide the issuing entity with the following information under oath:

• Information that allows for their identification as holders of the bearer shares, securities, and other equity interests.
• The nominal value of the shares and other bearer securities of which he/she is the holder.

The issuing company must communicate this situation to the Central Bank by means of a sworn statement with the information received from the holder and the total amount of the paid-in capital or its equivalent, or of the equity as appropriate, at nominal values, and the participation that belongs to each of the shareholders, partners or participants in the entity.

The Central Bank will be the body in charge of receiving and filing the sworn statements, issuing certificates that accredit the registration status of the issuing entities and obligated subjects.

How to open a corporate bank account in Uruguay

Opening a corporate account is an essential operational step. Process and requirements vary by bank, but the typical elements are:

Typical documentation

• Certified copy of the company’s incorporation documents (articles/bylaws) and registration extract from the Registro Nacional de Comercio.
• Tax identification (RUT) for the company.
• Company board resolution appointing authorised signatories and describing account powers.
• Identification documents for beneficial owners, directors and signatories (passports, national IDs); proof of address; CV or corporate profile for legal representatives.
• Information on the origin of funds/business purposes and, for some banks, evidence of ongoing contracts or expected transaction flows.

Practical notes

KYC / AML: Uruguayan banks perform rigorous Know-Your-Customer and source-of-fund checks for nonresidents; some banks may require in-person meetings or local representatives. Expect variable timelines depending on the bank and complexity of ownership.

Currency options: Many banks offer accounts in local currency and major foreign currencies (USD, EUR).

Nonresident access: Nonresidents can open accounts, but resident companies and local legal representatives generally face a faster, smoother onboarding process. Some banks decline accounts for certain corporate profiles or require a local fiscal or legal representative.

For the best results, prepare certified translations where needed, assemble a clear beneficial-ownership chart, and contact a shortlist of banks to compare requirements and service levels before submitting applications.

How H&CO can assist you

We offer comprehensive, end-to-end support for companies entering the Uruguayan market, helping foreign investors navigate entity selection, corporate structuring, and the full incorporation process. Our team manages the preparation of bylaws, local registrations before the Registro Nacional de Comercio, tax onboarding with DGI, and compliance with labour and social-security requirements. We coordinate every regulatory step to ensure your new entity is fully compliant from day one, minimising delays and administrative risks.

Once the entity is established, we guide you through the challenges of operating locally, including the corporate bank account opening process, KYC preparation, and communication with Uruguayan financial institutions. We also offer ongoing corporate maintenance, local representation, payroll and HR setup, and continuous compliance monitoring. By combining local expertise with global standards, we help businesses scale confidently and efficiently across Uruguay and the region.