Bank due diligence for companies, holding companies and trusts: what Uruguayan banks ask for

Opening an account for a holding company with shareholders in another country, for a company that is part of a family group or for a trust is not the same as opening one as an individual: the bank needs to reconstruct who is behind it, where the money comes from and why the structure exists. This guide explains what bank due diligence in Uruguay involves for companies, holding companies and trusts, which documents are worth preparing in advance, why accounts are rejected or closed, and how the work is organised between the bank, the trustee and advisers in other jurisdictions. For the account-opening steps themselves, see how to open a bank account in Uruguay.

What bank due diligence on a structure means

Customer due diligence is the set of measures a financial institution uses to identify its client, verify that information against independent sources, identify the beneficial owner, understand the purpose of the relationship and monitor it over time (Law 19,574, article 15). When the client is an entity, the process is often called KYB (know your business): besides knowing the people, the bank has to understand the business.

If the bank cannot complete those measures, the law prevents it from starting the relationship or carrying out the transaction (Law 19,574, article 16). An incomplete file therefore does not just “delay” the account; it blocks it. The general KYC rules that apply to any business are covered in our guide to KYC and compliance for companies; here we focus on what changes when there are corporate or fiduciary layers.

Main guide: wealth planning and family continuity, where we explain how we design and maintain family structures that can work with banks without friction.

What banks ask for, by type of structure

Uruguayan operating company

The baseline is the same as for any company: registered by-laws, DGI and BPS certificates, appointment of officers and powers of attorney, share register, proof of the beneficial ownership filing with the BCU and financial statements. The detail is in the KYC and compliance guide; what follows is what each structure adds.

Holding company

On top of the above, the bank needs documents for each link in the chain. If the Uruguayan holding company is owned by a foreign company, the bank will ask for that company’s incorporation documents, register of members and list of directors, and so on up to the individual. Documents from foreign entities must be apostilled (Uruguay approved the Hague Convention abolishing legalisation through Law 18,836) and translated if they are not in Spanish. See apostille and legalisation of documents.

With a holding company the bank also wants to understand what it holds: stakes in which companies, in which countries and with what dividend flows. A group chart signed by the directors, showing percentages and jurisdictions, usually saves several rounds of questions.

Trust (fideicomiso)

• The trust deed, which must be in writing (Law 17,703, article 2), and any amendments.
• Identification of the settlor, the trustee and the beneficiaries, and of whoever has final control over the trust assets (Law 19,484, article 22).
• If the trustee is a professional, its registration with the BCU.
• A description of the trust assets and of where the contributions came from.

The account is opened in the name of the trustee acting as such, and the bank will treat the structure as higher risk because the law says so (Law 19,574, article 19). To choose the right vehicle, see trusts in Uruguay.

Beneficial ownership and the chain of control

The beneficial owner is the individual who directly or indirectly holds at least 15% of the capital or voting rights, or who exercises final control over the entity by other means (Law 19,484, article 22; Law 19,574, article 15). For trusts, the individuals connected to the settlor, the trustee and the beneficiaries are identified.

Three issues account for most of the bank’s queries:

• Control is not always in the capital. A shareholders’ agreement, a share with special rights or a broad power of attorney can give control to someone holding less than 15%. Banks ask about these situations.
• Consistency between records. What was filed with the BCU, what the share register shows and what appears on the bank’s form must match. Any gap between them is an immediate red flag.
• Unreported changes. Changes of beneficial owner must be reported to the BCU register within the legal deadline (Law 19,484, article 30) and also to the bank.

The law also prohibits paying profits or dividends to holders whose beneficial owner has not been identified (Law 19,484, article 33). See beneficial ownership in Uruguay.

Source of funds and source of wealth

For enhanced due diligence cases, the BCU rules list the kind of support expected: financial statements with a public accountant’s report, tax returns, statements of net worth, profit distribution minutes, sale and purchase agreements or equivalent documents, and in every case copies of the tax returns filed with the relevant tax authority (Compilation of Rules for the Regulation and Control of the Financial System, article 299).

In practice it is worth putting together a source-of-funds dossier that links each document to the story: the sale of the business (agreement and transfer), payment of the related tax, the transfer to the holding company and the deposit into the account. A bank does not only check that the paperwork exists; it checks that the story adds up.

CRS and FATCA: tax self-certifications

CRS (tax residence self-certification)

Uruguayan banks report to DGI every year on accounts held by tax residents abroad and also by Uruguayan residents (Law 19,484, articles 1 and 2). To do so they must identify the tax residence of the account holder and, where applicable, its beneficial owners (article 6), and they cannot open a new account unless that residence is declared (article 7).

For entities, the self-certification also covers the entity classification: an operating company is not the same as a passive non-financial entity, one that earns mostly passive income. For passive entities the bank must also identify and report the controlling persons (article 4). Many holding companies fall into that category, and declaring them as active is a common mistake.

FATCA

If the structure has any US connection (US shareholders, beneficiaries or signatories, or an entity formed in the United States), the bank will ask for IRS forms. A foreign entity, from the US perspective, documents its status on Form W-8BEN-E; a US person or entity uses Form W-9. Choosing the right classification on those forms requires reviewing the whole structure, and the decision should be made by the tax adviser, not by whoever fills in the form at the branch. See FATCA and CRS in Uruguay.

Enhanced due diligence: PEPs and non-residents

The law requires stronger controls for non-resident clients (especially from countries that do not apply international standards), non-face-to-face business, legal entities, trusts and politically exposed persons (Law 19,574, article 19).

The BCU Compilation, as amended by Circular 2,483 of 2025, treats as higher risk, among others, non-resident clients from countries that do not meet those standards and foreign politically exposed persons, their relatives and close associates. In those cases the bank must:

1. Obtain approval from its senior management to start or continue the relationship.
2. Prepare a detailed report on the client’s activity profile, backed by documents showing their financial position or the source of funds.
3. Update the client’s information more frequently.
4. Monitor the relationship more closely.

A politically exposed person is someone who holds, or has held in the last five years, a prominent public function in Uruguay or abroad, or a senior role in an international organisation. The bank must detect that status in both the client and the beneficial owner.

Keeping the account: periodic reviews

Due diligence is ongoing. Banks update their files at a frequency that depends on the client’s risk rating, and ask for new documents when they detect changes. In practice it is worth planning for:

• Annual financial statements and tax returns.
• Renewing powers of attorney and reporting changes of directors or signatories.
• Updating the tax self-certification when a shareholder or beneficiary changes residence, which is common in families that relocate.
• Reporting changes of beneficial owner, successions, new shareholders or group restructurings.

Common reasons for rejection or closure

• A chain of control that does not add up: foreign companies with no accessible register of members, or nominee shareholders with no documentation of the real owner.
• Undocumented source of funds, or funds supported only by unbacked statements.
• A structure without a clear purpose: layers of companies in several jurisdictions with no economic, succession or governance reason behind them.
• Inconsistencies between the beneficial ownership register, the bank’s form and the tax self-certifications.
• Wrong CRS or FATCA classification, which forces the bank to redo the file.
• Foreign documents without an apostille, expired or untranslated.
• Silence in response to update requests: failing to reply in time is one of the most common reasons for closing accounts that were working without issues.

Coordinating the bank, the trustee and foreign advisers

An international structure involves several parties: the Uruguayan bank, the trustee (if there is a trust), the notary, the company’s accountant and, often, lawyers or accountants in the family’s home country. When each answers separately, the bank receives different versions of the same story. Coordination brings order to that flow:

1. Preliminary review: map the whole structure, with percentages, jurisdictions, directors and beneficiaries, and identify what will raise questions.
2. A single documented narrative: group chart, explanatory memo on the purpose of the structure and source-of-funds dossier, consistent with what has been filed with the BCU and DGI.
3. One coordinated request abroad: a single list of documents to obtain, apostille and translate in each jurisdiction, to avoid back-and-forth.
4. Reviewed tax classification: the CRS and FATCA classification of each entity, validated before the forms are signed.

The same logic applies to the trustee, which is also subject to due diligence and will ask for information on settlors and beneficiaries. Preparing a single file that serves both reduces duplication.

Frequently asked questions

Structures ready to work with banks

At GlobalTax we review the structure before it is presented, prepare the corporate, tax and source-of-funds file, and coordinate with the bank, the trustee and foreign advisers so that the account is opened and kept in good order. See wealth planning and family continuity.