Asset protection in Uruguay: legal tools and their limits

Business owners, professionals with personal liability, investors and families with assets in more than one country share the same goal: a risk in one part of their lives should not drag down everything else. Uruguayan law offers tools to achieve this, but also clear rules that stop them from being used against creditors. This guide explains which legal asset protection tools exist in Uruguay, what each one protects, where its limits lie and why timing is the decisive factor.

What asset protection is (and is not)

Protecting assets means organising wealth so that each risk is confined to the assets allocated to it.

What it is not: moving assets out of reach of creditors who already exist or can be foreseen. That kind of manoeuvre can not only be set aside by a court but, in certain cases, is a criminal offence. The dividing line comes down to two questions: when the transaction took place (before or after the debt arose) and why (a genuine business, family or succession reason, or simply to defeat a claim).

Main guide: wealth planning and family continuity, where we explain how we combine asset protection with succession, tax and family governance.

Ring-fencing through companies

Limited liability

The most basic tool is a commercial company with limited liability. Law 16,060 provides that in an SRL (limited liability company) the partners’ liability is limited to paying in their quotas (art. 223), and in a sociedad anónima (corporation) to paying in the shares subscribed (art. 244). Law 19,820 says much the same for the SAS (simplified joint-stock company) and adds that shareholders are not liable for the company’s labour, tax or other obligations unless its legal personality is disregarded (art. 8).

Used properly, a company allows activities with different risk profiles to be kept apart. It is common, for example, for real estate or shareholdings to be held in a holding company and operations in another, so that a claim against the operating company does not directly reach those assets. See holding companies in Uruguay.

When the corporate veil is pierced

Separation has an express limit. Under article 189 of Law 16,060, a company’s legal personality may be disregarded when it is used in fraud of the law, to breach public policy, or fraudulently and to the detriment of the rights of partners, shareholders or third parties. It must be conclusively proven that the company was used as an instrument for those ends.

If the court so rules, the effects are limited to that specific case: the company’s assets or obligations are attributed to whoever is responsible, without affecting third parties acting in good faith and without prejudice to the personal liability of those involved (art. 190). A company with no real activity, no books of its own or whose assets are mixed with the shareholder’s is the natural target for this action.

The fideicomiso as a segregated estate

The fideicomiso under Law 17,703 allows assets to be transferred to a fiduciary (trustee) who manages them according to the instructions in the deed, for the benefit of the persons designated. Its key effect lies in article 6: the assets held in trust form a segregated estate (patrimonio de afectación), separate and independent from the estates of the settlor, the fiduciary and the beneficiary, and must be registered with the General Registry Office.

Article 7 sets out which creditors can pursue those assets:

• Creditors of the fiduciary: cannot reach the trust assets.
• Creditors of the beneficiary: cannot pursue the assets while they remain in the fideicomiso, but can claim the income they generate.
• Creditors of the settlor: in a fideicomiso created inter vivos, they may only bring the fraud actions provided by law. For the actio pauliana it is generally enough for them to prove the settlor’s fraud.

The same article declares articles 189 to 191 of Law 16,060 applicable to the fideicomiso, meaning it can also be disregarded if used fraudulently. That is why a fideicomiso protects when it serves a legitimate purpose (the children’s education, the continuity of a family business, a real estate project) and is set up while the settlor is solvent. For the types of fideicomiso and how they work, see trusts in Uruguay; to compare it with foreign vehicles, see trust vs. fideicomiso vs. foundation.

Matrimonial property regime

In the absence of a specific agreement, marriage is governed by the community of property (sociedad conyugal) regulated by the Civil Code (arts. 1938 and 1941). Future spouses can agree on a different regime through prenuptial agreements (capitulaciones matrimoniales), subject to these rules:

• They must be executed before the marriage, or they are void, although they may cover assets acquired afterwards (art. 1942).
• They require a public deed if the contributions exceed 500 UR or rights over real estate are created, and have no effect against third parties until registered (art. 1943).
• Once the marriage is celebrated, they are irrevocable (art. 1944).

During the marriage, either spouse may request, without stating a reason, the dissolution and liquidation of the community of property (art. 1985). Separation of property prevents debts from one spouse’s business from compromising the other’s share of the community assets, but it does not erase existing debts, and the Code itself refers to the rules on fraud on creditors for acts prior to the claim (art. 1991).

Life and personal insurance

Law 19,678, which governs insurance contracts, contains two rules that are useful for family planning in its chapter on personal insurance:

• The beneficiary of a life policy acquires a right of their own when the insured event occurs (art. 98), and the policyholder can freely designate and change beneficiaries unless the designation was made for consideration.
• The insolvency of the policyholder, the insured or the beneficiary does not affect the contract, and creditors of the insured policyholder or of the beneficiaries cannot enforce their rights against the benefits those persons receive under the policy (art. 109).

The protected family home

Decree-Law 15,597 allows an owner to register a property as a bien de familia: a family home, a home with a shop or workshop, or a rural property, occupied and worked by the family. Its main features:

• No one may own more than one bien de familia, and its value cannot exceed the maximum set by the Executive Branch.
• It is created by public deed or will, with a valuation by the Banco Hipotecario, publication and registration.
• Once registered, it cannot be attached for debts incurred after its creation or enforced in the owner’s insolvency, and 60% of its income is exempt from attachment.

The limits: fraud on creditors and insolvency

The actio pauliana

Article 1296 of the Civil Code allows creditors to have transfers made by the debtor fraudulently and to their detriment set aside. Fraud consists in knowledge of the debtor’s insolvency. If the transaction was for value, creditors must prove fraud by both parties; if it was gratuitous (a gift, for instance), it is enough to prove the debtor’s fraud. The action expires one year after the creditor learned of the transfer or, if it was registered, from the date of registration.

Clawback actions in insolvency

If insolvency proceedings are opened and liabilities exceed assets, the trustee in insolvency must bring clawback actions to return to the estate the assets that left the debtor’s hands (art. 80 of Law 18,387):

Transaction	Look-back period	Rule
Gratuitous transfers or those for clearly inadequate consideration	2 years	Automatically voidable (art. 81)
Security interests for pre-existing debts not yet due	6 months	Automatically voidable (art. 81)
Payment of debts not yet due	6 months	Automatically voidable (art. 81)
Fraudulent transactions where the counterparty knew or should have known of the insolvency	2 years	Voidable; knowledge is presumed for closely related persons (art. 82)

Transactions in the ordinary course of business cannot be set aside (art. 83). In addition, the insolvency is classified as culpable if the debtor absconded with assets or took steps to frustrate an existing or foreseeable attachment (art. 193), which may lead to the debtor or the directors being disqualified for five to twenty years (art. 201).

Criminal liability

Law 14,095 makes fraudulent corporate insolvency a crime: concealing, disguising or causing the assets of a business to disappear to the detriment of a third party in order to obtain an unjust benefit, punishable by twelve months’ to ten years’ imprisonment (art. 5).

Transparency: beneficial ownership

An asset protection structure cannot rely on anonymity. Law 19,484 requires resident entities to identify their beneficial owners (the individual who directly or indirectly holds at least 15% of the capital or voting rights, or who exercises ultimate control) and to report them to the register kept by the BCU. In a fideicomiso, the individuals involved must also be identified. Without that identification, the entity cannot distribute profits to those holders and its DGI compliance certificate is suspended (arts. 33 and 34). See beneficial ownership in Uruguay.

On top of this come the automatic exchange of financial account information (CRS), reported to the DGI, and banks’ due diligence, which requires knowing the source of funds and who stands behind each structure. See bank due diligence for corporate structures. Nor does asset protection change tax obligations: since 2011, IRPF has applied to certain foreign capital income of residents, and Law 20,446 broadened that taxation from 1 January 2026.

How to plan sensibly

1. Act early. Protection is put in place while the person is solvent and has no pending or foreseeable claims. The time limits of the actio pauliana and of insolvency show why last-minute moves are fragile.
2. Give each structure a genuine purpose. Separating activities, organising succession or funding a project are reasons that hold up before a court.
3. Keep the separation real. Separate books, separate accounts, minutes and arm’s-length contracts. Commingling of assets is what opens the door to veil piercing.
4. Coordinate with succession planning. Contributions to companies and fideicomisos must respect the heirs’ forced share; see succession in Uruguay.

Frequently asked questions

Asset protection with GlobalTax

At GlobalTax we design wealth protection structures that combine corporate, fiduciary, family and tax considerations, with the documentation and transparency needed to withstand scrutiny by banks, authorities and courts. Find out more on our wealth planning and family continuity page.